Common use of Mutual Non-Disparagement Clause in Contracts

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives 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 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, Merrimack or any of its Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of Merrimack, its business or any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives 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 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 of the Shareholder Parties or their Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(a) and 3(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party The Investor agrees solely for and on behalf of itself that, during prior to the expiration of the Standstill Period, neither it nor any of its Representatives shallcontrolled Affiliates will, and it shall will cause each of its Representatives controlled Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in make any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, public communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwisestatement, that might would reasonably be construed to (i) be derogatory or critical of, or negative toward, Merrimack the Company or any of its directors, officers or employees (collectively, the “Company Representatives”) or (ii) malign, harm, disparage, defame or that maligns, xxxxx, disparages, defames or damages damage the reputation or good name of Merrimackthe Company, its business or any of its the Company Representatives; provided, that such Shareholder Party clause (i) above shall not be deemed prohibit the Investor and their controlled Affiliates from engaging in breach non-public communications with the Company, any Company Representative or any of this Section 3(a) by virtue their respective controlled Affiliates or any director, officer, employee or partner of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)Investor. (b) Merrimack The Company hereby agrees that, during prior to the expiration of the Standstill Period, neither it nor any of its Representatives shallcontrolled Affiliates will, and it shall will cause each of its Representatives controlled Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in make any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, public communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwisestatement, that might would reasonably be construed to (i) be derogatory or critical of, or negative toward, the Investor or any of its principals, directors, officers or employees (collectively, the Shareholder Parties “Investor Representatives”) or their Representatives(ii) malign, harm, disparage, defame or that maligns, xxxxx, disparages, defames or damages damage the reputation or good name of the Investor or any of the Shareholder PartiesInvestor Representatives; provided that clause (i) above shall not prohibit the Company from engaging in non-public communications with the Investor, their business any Company Representative or any of their Representatives; providedrespective controlled Affiliates or any director, that Merrimack shall not be deemed in breach officer, employee or partner of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)Investor. (c) Notwithstanding the foregoing, nothing in this Section 3 12 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Partiesprocess. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(a) and 3(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5applicable law, each Shareholder Party of the Parties covenants and agrees solely for and on behalf of itself that, during the Standstill PeriodPeriod or until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, principals, partners, members, officers, key employees, directors or other representatives (collectively, “Representatives”) shall have breached this Section 5, neither it Party nor any of its Representatives shallRepresentatives, and it shall cause each of its Representatives not toin any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, podcast or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly criticize, attempt to discredit, disparage, call into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise communicate in any public way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or any other public 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, Merrimack the other Party or such other Party’s Representatives (including any current officer or director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives, or any of its Representativestheir practices, procedures, businesses, business operations, products or services, in any manner that would reasonably be expected to damage the business, or that malignsreputation of the other Party or of its Representatives (including former officers and directors), xxxxxdirectors (or former directors), disparagesemployees, defames stockholders (solely in their capacity as stockholders of the applicable Party), agents or damages attorneys, or to malign, harm, disparage, defame or damage the reputation or good name of Merrimackeither Party or its subsidiaries or Affiliates, or is derogatory, detrimental, or injurious to the goodwill, reputation or business standing of, either Party, its business Affiliates, its subsidiaries and its or their business. The foregoing will not prevent (a) the making of any factual statement in the event that either Party or any of its Representatives; providedRepresentatives is required to make that statement by applicable subpoena, that such Shareholder Party shall not be deemed legal process, other legal requirement or the rules of any securities exchange to which it is subject or (b) in addition to the other remedies available in connection with any breach of this Section 3(a) Agreement, a response by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives 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 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 of the Shareholder Parties or their Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 or elsewhere in this Agreement shall prohibit any a Party from making any statement or disclosure required under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(a) and 3(b) if such statement breach by the other Party was made in breach of this AgreementSection 5.

Mutual Non-Disparagement. (a) Subject to Section 56, each Shareholder Party agrees solely for and on behalf of itself the Investors agree that, during the Standstill PeriodTerm, no Investor shall, and each Investor shall cause each of its respective controlled Affiliates and Representatives not to, alone or in concert with others, directly or indirectly in any capacity or manner, publicly make, transmit or otherwise communicate in any way (or knowingly assist any other person to such effect with respect to) any remark, comment, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably constitute an ad hominem attack on, or otherwise defame the reputation or good name, as the case may be, of, the Company or any of its Representatives, or any of their businesses, products or services. (b) The Company hereby agrees that, during the Term, neither it nor any of its Affiliates or Representatives shall, and it shall cause each of its controlled Affiliates and Representatives not to, alone or in concert with others, directly or indirectly, indirectly in any capacity or manner, publicly make, express, transmit, speak, write, verbalize transmit or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in knowingly assist any of the foregoing), other person to such effect with respect to) 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 ofderogatory, or negative toward, Merrimack or any of its Representativesconstitute an ad hominem attack on, or that maligns, xxxxx, disparages, defames or damages otherwise defame the reputation or good name of Merrimackname, its business or any of its Representatives; providedas the case may be, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives 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 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 of the Shareholder Parties or their Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business Investors or any of their respective Representatives; provided, that Merrimack shall not be deemed in breach or any of this Section 3(b) by virtue of an unpremeditatedtheir businesses, private, informal remark that is not part of any coordinated communication products or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)services. (c) Notwithstanding the foregoing, nothing in this Section 3 5 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure factual statement, including as required under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 3(aSections 5(a) and 3(b5(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(aSections 5(a) and 3(b) 5(b), if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party Each Investor agrees solely for and on behalf of itself that, during the Standstill PeriodPeriod (and except for periods when the Investor Group shall have the right to suspend its obligations under Section 3 of this Agreement pursuant to Section 3(g) of this Agreement), neither it nor any of its Representatives shallAffiliates or Associates will, and it shall will cause each of its Representatives Affiliates and Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or that malignsreveals, xxxxxdiscloses, disparagesincorporates, defames is based upon, discusses, includes, or damages otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates or Associates, or to malign, harm, disparage, defame, or damage the reputation or good name of Merrimackthe Company, its business or any of its the Company Representatives; provided, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack The Company hereby agrees that, during the Standstill PeriodPeriod (and except for periods when the Investor Group shall have the right to suspend its obligations under Section 3 of this Agreement pursuant to Section 3(g) of this Agreement), neither it nor any of its Representatives shallAffiliates will, and it shall will cause each of its Representatives Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Investors or their Affiliates or Associates or any of their agents or representatives (collectively, the Shareholder Parties or their Representatives“Investor Agents”), or that malignsreveals, xxxxxdiscloses, disparagesincorporates, defames is based upon, discusses, includes, or damages otherwise involves any confidential or proprietary information of any Investor or its Affiliates or Associates, or to malign, harm, disparage, defame, or damage the reputation or good name of any of the Shareholder PartiesInvestor, their business its business, or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)Investor Agents. (c) Notwithstanding the foregoing, nothing in this Section 3 8 or elsewhere in this Agreement shall prohibit any Party person from (i) reporting possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder, or (ii) making any other statement or disclosure required under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Partieslaws. (d) The limitations set forth in Section 3(aSections 8(a) and 3(b8(b) shall not prevent any Party party from responding to any public statement made by any the other Party party of the nature described in Section 3(aSections 8(a) and 3(bor 8(b) if such statement by the other Party party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 56, each the Shareholder Party agrees solely for and on behalf of itself the New Director agree that, during from the Standstill PeriodEffective Date through the date of the 2026 AGM, neither it such Party nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives not to, directly or indirectly, in any capacity or manner, (i) make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or knowingly cause, further, assist, 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 could reasonably be construed to be derogatory disparaging toward Gamida or critical ofany of its Representatives in a manner that is material, or negative toward, Merrimack (ii) cause any tortious interference with the contracts and relationships of Gamida or any of its Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of Merrimack, its business or any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack Xxxxxx hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not to, directly or indirectly, in any capacity or manner, (i) make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or knowingly cause, further, assist, 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 could reasonably be construed to be derogatory disparaging toward the Shareholder Party or critical of, the New Director or negative toward, their respective Representatives in a manner that is material or (ii) cause any tortious interference with the contracts and relationships of the Shareholder Parties Party or their its Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 4 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the U.S. federal securities laws laws, Israeli law or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must use commercially reasonable efforts to provide as much prior written notice as practicable to all such the other affected Parties Party(ies) (but no less than at least two (2one business day) business days prior to making any such statement or disclosure required under the federal securities laws by law or other applicable laws or stock exchange regulations regulation that would otherwise be prohibited by the provisions of this Section 34, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(a4(a) and 3(b4(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(a4(a) and 3(b4(b) if such statement by the other Party was made in breach of this Agreement. (e) The provisions of this Section 4 shall not limit in any respect the actions of any director of Gamida in his or her capacity as such, in the exercise of such director’s fiduciary duties to Gamida and its shareholders pursuant to applicable law and regulation and the Company Policies.

Mutual Non-Disparagement. (a) Subject to Section 54, each Shareholder MDB Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not tonot, 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 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, Merrimack or any the directors of its RepresentativesClearSign, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of Merrimack(i) ClearSign, its business (ii) ClearSign’s business, except as may be required by reason of such MDB Party’s role as or employment in a broker-dealer or as a broker-dealer in the ordinary course, and/or (iii) any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach the directors of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)ClearSign. (b) Merrimack ClearSign hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not tonot, 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 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 of the Shareholder Parties or their RepresentativesMDB Party, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)MDB Party. (c) Notwithstanding the foregoing, nothing Nothing in this Section 3 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties Party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(a) and 3(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5applicable law, each Shareholder Party of the Parties covenants and agrees solely for and on behalf of itself that, during the Standstill PeriodPeriod 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 Section 12, neither it Party nor any of its Representatives shallrespective agents, and it subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, “Representatives”), shall cause each of its Representatives not toin any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, social media, newspaper or magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly criticize, attempt to discredit, disparage, call into disrepute, make ad hominem attacks on or otherwise defame or slander or 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 remark, comment, message, information, declaration, communication or any other public 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, Merrimack the other Party or such other Party’s Representatives (including any current officer or director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, shareholders (solely in their capacity as shareholders of the applicable Party), agents, attorneys or representatives, or any of their practices, procedures, businesses, business operations, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its RepresentativesRepresentatives (including former officers and directors), directors (or former directors), employees, shareholders (solely in their capacity as shareholders of the applicable Party), agents or attorneys, or that malignsreveals, xxxxxdiscloses, disparagesincorporates, defames is based upon, discusses, includes or damages otherwise involves any confidential or proprietary information of either Party or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of Merrimackeither Party or its subsidiaries or Affiliates, or is derogatory, detrimental, or injurious to the goodwill, reputation or business standing of, either Party, its business Affiliates, its subsidiaries and its or their business. In addition to the other remedies available in connection with any breach of this Agreement, nothing shall prevent either Party or its Representatives; provided, that such Shareholder Party shall not be deemed in Representatives from responding without restriction to the other Party’s breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is 12. This Section 12 shall not part limit the power of any coordinated communication director of the Company to act in good faith in accordance with his or campaign and is not intended her fiduciary duties solely in his or designed to circumvent, directly or indirectly, her capacity as a director of the restrictions contemplated by this Section 3(a). (b) Merrimack hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not to, directly or indirectlyCompany and, 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 the case of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbalNew Investor Director, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required a manner consistent with his obligations under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(a) and 3(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Each Driver Party agrees solely for and on behalf of itself that, during from and at all times after the Standstill PeriodEffective Date, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including, without limitation, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack or any of its Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of Merrimack, its business AmeriServ or any of its Representatives; providedRepresentatives (including, that such Shareholder Party shall not be deemed without limitation, in breach each case, its current and former directors, officers, and employees), or any of this Section 3(a) by virtue of an unpremeditatedits or their respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)advertisements. (b) Merrimack AmeriServ hereby agrees that, during from and at all times after the Standstill PeriodEffective Date, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including, without limitation, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of any of the Shareholder Parties, their business Driver Party or any of its respective Representatives (including, without limitation, in each case its current and former principals, directors, officers, and employees), or any of its or their Representatives; providedrespective businesses, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditatedproducts, privateservices, informal remark that is not part of any coordinated communication actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)advertisements. (c) Notwithstanding the foregoing, nothing in this Section 3 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 including, without limitation, to comply with any subpoena or other legal process from any governmental or regulatory authority Governmental Authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties at least two four (24) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other PartiesParty. The Parties agree and acknowledge that neither this Section 3 nor any other provision of this Agreement shall apply to any testimony given by any Party in connection with any legal proceedings that are not prohibited by this Agreement, including, without limitation, AmeriServ Financial, Inc. v. Jxxx Xxxxxx, No. 3:23-cv-SLH (the “Bxxxxx Litigation”). (d) The limitations set forth in Section Sections 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section Sections 3(a) and 3(b) ), if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, without limitation, any filings made in connection with Section 10 of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party Each member of the FrontFour Group agrees solely for and on behalf of itself that, during until the Standstill Periodearlier of (i) the expiration of the Covered Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three (3) business days following written notice from the FrontFour Group of material breach to remedy such material breach if capable of remedy), neither it nor any of its Representatives shallAffiliates or Associates will, and it shall will cause each of its Representatives Affiliates and Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kindkind whatsoever, whether verbal, verbal or in writing, electronically transferred or otherwiseincluding, but not limited to, electronic communications, internet postings, and/or social media postings of any kind whatsoever, that might reasonably be construed to be is derogatory or critical of, or negative toward, Merrimack the Company or any of its directors (including former directors), officers (including former officers), Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or that malignsreveals, xxxxxdiscloses, disparagesincorporates, defames is based upon, discusses, includes or damages otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of Merrimackthe Company, its business or any of the Company Representatives. For the avoidance of doubt, nothing in this provision shall preclude each member of the FrontFour Group from describing its Representatives; provided, that such Shareholder Party shall not be deemed activities in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, connection with the restrictions contemplated by this Section 3(aCompany in a manner consistent with the Joint Press Release (as defined below). (b) Merrimack The Company hereby agrees that, during until the Standstill Periodearlier of (i) the expiration of the Covered Period and (ii) any material breach of this Agreement by any member of the FrontFour Group (provided that such member 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 Representatives shallAffiliates will, and it shall will cause each of its Representatives Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kindkind whatsoever, whether verbal, verbal or in writing, electronically transferred or otherwiseincluding, but not limited to, electronic communications, internet postings, and/or social media postings of any kind whatsoever, that might reasonably be construed to be is derogatory or critical of, or negative toward, any member of the Shareholder Parties FrontFour Group or their Representativesrespective directors (including former directors), officers (including former officers), Affiliates or Associates or any of their employees, agents or representatives (collectively, the “FrontFour Agents”), or that malignsreveals, xxxxxdiscloses, disparagesincorporates, defames is based upon, discusses, includes or damages otherwise involves any confidential or proprietary information of any member of the FrontFour Group or its respective Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of any member of the Shareholder PartiesFrontFour Group, their its business or any of their Representatives; providedthe FrontFour Agents. For the avoidance of doubt, that Merrimack nothing in this provision shall not be deemed preclude the Company from describing its activities in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, connection with the restrictions contemplated by this Section 3(b)FrontFour Group in a manner consistent with the Joint Press Release. (c) Notwithstanding the foregoing, nothing in this Section 3 4 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulationslaws; provided, however, that, unless prohibited under applicable law, provided that such Party party must provide written notice (to all such the extent legally permissible) to the other affected Parties parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 34, and reasonably consider any comments of such other Partiesparties. (d) The limitations set forth in Section 3(a4(a) and 3(b4(b) hereof shall not prevent any Party party from responding to any public statement made by any the other Party party of the nature described in Section 3(a4(a) and 3(b4(b) hereof if such statement by the other Party party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 59, each Shareholder Party Hxxxxxx agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives shall, and it he shall cause each of its Representatives not tonot, 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 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, Merrimack the officers or any directors of its Representativesthe Company, or that malignsmight be reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of Merrimack(i) the Company, its (ii) the Company’s business or and/or (iii) any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach the directors of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)Company. (b) Merrimack The Company hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not tonot, 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 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 of the Shareholder Parties or their RepresentativesHxxxxxx, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)Hxxxxxx. (c) Notwithstanding the foregoing, nothing in this Section 3 7 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties Party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 37, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(aSections 7(a) and 3(b7(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(aSections 7(a) and 3(b) 7(b), if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 54, each Shareholder Xxxxx Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives 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 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, Merrimack the Company or any of its Representatives, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of Merrimackthe Company, its business or any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack The Company hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives 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 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 of the Shareholder Parties Xxxxx Party or their its Representatives, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of any of the Shareholder PartiesXxxxx Party, their its business or any of their its Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 2 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties Party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 32, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(a2(a) and 3(b2(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(a2(a) and 3(b2(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Each Driver Party agrees solely for and on behalf of itself that, during from the Effective Date until the Termination Date (the “Standstill Period”), neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives to not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn the reputation or good name of First United or any of its Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of Merrimack, its business or any of its Representatives; providedtheir respective businesses, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditatedproducts, privateservices, informal remark that is not part of any coordinated communication actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)advertisements. (b) Merrimack First United hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of any of the Shareholder Parties, their business Driver Party or any of their respective Representatives; provided, that Merrimack shall not be deemed in breach or any of this Section 3(b) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)advertisements. (c) Notwithstanding the foregoing, nothing in this Section 3 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 to comply with any subpoena or other legal process from any governmental or regulatory authority Governmental Authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties at least two four (24) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section Sections 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section Sections 3(a) and 3(b) ), if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 10 of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Each Driver Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack or any of its Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of Merrimack, its business the Corporation or any of its current or former Representatives; provided, that such Shareholder Party shall not be deemed in breach or any of this Section 3(a) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)advertisements. (b) Merrimack The Corporation hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of any of the Shareholder Parties, their business Driver Party or any of their respective current or former Representatives; provided, that Merrimack shall not be deemed in breach or any of this Section 3(b) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)advertisements. (c) Notwithstanding the foregoing, nothing in this Section 3 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 including, but not limited to, to comply with any subpoena or other legal process from any governmental or regulatory authority Governmental Authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties at least two four (24) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section Sections 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section Sections 3(a) and 3(b) ), if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 11 of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party agrees solely for and on behalf of itself You agree that, during the Standstill Periodperiod beginning on the date hereof and terminating on the third anniversary of the Company’s next Annual Meeting of Stockholders neither you nor any of your affiliates or associates will, and you will cause each of your affiliates and 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 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, the Company or any of its directors, officers, affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, during the period beginning on the date hereof and terminating on the third anniversary of the Company’s next Annual Meeting of Stockholders, neither it nor any of its Representatives shallaffiliates will, and it shall will cause each of its Representatives affiliates 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 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, Merrimack you or any of its your agents or representatives (collectively, your “Representatives”), or that malignsto malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of Merrimack, its business you or any of its your Representatives; provided, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives 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 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 of the Shareholder Parties or their Representatives, or that maligns, xxxxx, disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 5 or elsewhere in this Agreement shall prohibit any Party either you or the Company from making any statement or disclosure required under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such other affected Parties at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Partieslaws. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(a) and 3(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Each Driver Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack or any of its Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of Merrimack, its business the Corporation or any of its current or former Representatives; provided, that such Shareholder Party shall not be deemed in breach or any of this Section 3(a) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)advertisements. (b) Merrimack The Corporation hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not toto not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of any of the Shareholder Parties, their business Driver Party or any of their respective current or former Representatives; provided, that Merrimack shall not be deemed in breach or any of this Section 3(b) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)advertisements. (c) Notwithstanding the foregoing, nothing in this Section 3 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 including, but not limited to, to comply with any subpoena or other legal process from any governmental or regulatory authority Governmental Authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties at least two four (24) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section Sections 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section Sections 3(a) and 3(b) ), if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 9 of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 56, each Shareholder DxXxxxxxxxxxxx Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not tonot, 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 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, Merrimack or any the directors of its RepresentativesClearSign, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of Merrimack(i) ClearSign, its business or (ii) ClearSign’s business, except as may be required by reason of employment in a broker-dealer in the ordinary course, and/or (iii) any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach the directors of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)ClearSign. (b) Merrimack ClearSign hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not tonot, 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 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 of the Shareholder Parties or their RepresentativesDxXxxxxxxxxxxx Party, or that malignsmight reasonably be construed to malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of any of the Shareholder Parties, their business or any of their Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)DxXxxxxxxxxxxx Party. (c) Notwithstanding the foregoing, nothing Nothing in this Section 3 4 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties Party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 34, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(a4(a) and 3(b4(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(a4(a) and 3(b4(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 57, each Shareholder Nxxxxx Party agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize write or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbaloral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack or any of its Representativesconstitute an ad hominem attack on, or that maligns, xxxxx, otherwise disparages, defames or damages the reputation or good name of Merrimack, its business Wrap or any of its Representatives; provided, that such Shareholder Party shall not be deemed in breach or any of this Section 3(a) by virtue of an unpremeditatedtheir businesses, private, informal remark that is not part of any coordinated communication products or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)services. (b) Merrimack Wrap hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize write or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbaloral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representativesconstitute an ad hominem attack on, or that maligns, xxxxx, otherwise disparages, defames or damages the reputation or good name of any of the Shareholder Parties, their business Nxxxxx Party or any of their its Representatives; provided, that Merrimack shall not be deemed in breach or any of this Section 3(b) by virtue of an unpremeditatedits businesses, private, informal remark that is not part of any coordinated communication products or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)services. (c) Notwithstanding the foregoing, nothing in this Section 3 5 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 to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties Party at least two one (21) business days day 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 35, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(aSections 5(a) and 3(b5(b) shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(aSections 5(a) and 3(b) 5(b), if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party Each Participant agrees solely for and on behalf of itself that, during the Standstill Period, neither it nor any of its Representatives shallwill not publicly, and it shall will cause each of its Representatives Affiliates and controlled Associates not toto publicly, 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 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, Merrimack the Company or any of its then serving directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or that malignsto malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of Merrimackthe Company, its business or any of its the Company Representatives; provided, that such Shareholder Party shall not be deemed in breach of this Section 3(a) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a). (b) Merrimack The Company hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shallwill not publicly, and it shall will cause each of its Representatives Affiliates and controlled Associates not toto publicly, 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 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 Participant or any of their agents or representatives (collectively, the Shareholder Parties or their “Participant Representatives”), or that malignsto malign, xxxxxharm, disparagesdisparage, defames defame or damages damage the reputation or good name of any of the Shareholder Parties, their business Participant or any of their Participant Representatives; provided, that Merrimack shall not be deemed in breach of this Section 3(b) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b). (c) Notwithstanding the foregoing, nothing in this Section 3 6 or elsewhere in this Agreement shall prohibit any Party from (i) taking any action permitted by Section 3 or (ii) making any public statement or disclosure required under the federal securities laws or other applicable laws (including laws; provided during the Standstill Period with regard to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; providedSection 6(c)(ii), however, that, unless prohibited under applicable law, that such Party must provide written notice to all such the other affected Parties at least two (2) business days prior to making any such public statement or disclosure required by under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 36, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by any other Party of the nature described in Section 3(a) and 3(b) if such statement by the other Party was made in breach of this Agreement.

Mutual Non-Disparagement. (a) Subject to Section 5, each Shareholder Party Each of the Lxxxx Parties and the Director Nominees agrees solely for and on behalf of itself that, that during the Standstill Period, neither it nor any of its Representatives representatives (as defined below) shall, and it shall cause each of its Representatives representatives to not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including through the use of any social or professional networking websites and/or blogs) in any public forum, whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Merrimack or any of its Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of Merrimack, its business the Company or any of its Representatives; providedrepresentatives, that such Shareholder Party shall not be deemed in breach or any of this Section 3(a) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(a)advertisements. (b) Merrimack The Company hereby agrees that, during the Standstill Period, neither it nor any of its Representatives representatives shall, and it shall cause each of its Representatives not torepresentatives to not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kindkind (including through the use of any social or professional networking websites and/or blogs) in any public forum, whether verbal, in writing, electronically transferred transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any of the Shareholder Parties or their Representativesconstitute an ad hominem attack on, or that malignsotherwise disparage, xxxxxdefame, disparagesdamage, defames criticize, condemn, or damages impugn the reputation or good name of any of the Shareholder Parties, their business Lxxxx Parties and the Director Nominees or any of their Representatives; providedrespective representatives, that Merrimack shall not be deemed in breach or any of this Section 3(b) by virtue of an unpremeditatedtheir respective businesses, privateproducts, informal remark that is not part of any coordinated communication services, actions, writings, policies, practices, procedures, or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 3(b)advertisements. (c) Notwithstanding the foregoinganything contained herein, nothing in this Section 3 section or elsewhere in this Settlement Agreement shall prohibit any Party from making any statement or disclosure required under the federal or State of Israel securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority Governmental Authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to all such the other affected Parties at least two (2) business days prior to making any such public statement or public disclosure required under the federal or State of Israel securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3section, and reasonably consider any comments of such other PartiesParty. (d) The limitations set forth in Section 3(a) and 3(b) section shall not prevent any Party from responding to any public statement made by any the other Party of the nature described in Section 3(a) and 3(b) herein, if such statement by the other Party was made in breach of this Settlement Agreement, and any such response shall not be deemed to be a breach of this Settlement Agreement by the responding Party.