Common use of Opinion of the Company’s Financial Advisor Clause in Contracts

Opinion of the Company’s Financial Advisor. The Company Board has received an opinion from Truist Securities, Inc. (“Truist”) to the effect that, as of the date of such opinion and based on and subject to certain assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received by the holders of Shares pursuant to this Agreement is fair, from a financial point of view, to such holders (other than, as applicable, Parent, Merger Sub and their respective Affiliates). Promptly following the receipt thereof by the Company Board, the Company shall make available to Parent a copy of such opinion solely on a non-reliance basis and for informational purposes.

Opinion of the Company’s Financial Advisor. The Company Board of Directors has received an opinion from Truist SecuritiesXxxxxxxxx LLC, Inc. (“Truist”) financial advisor to the Company, to the effect that, as of the date of such opinion and based on and subject to certain assumptionsthe various assumptions made, qualificationsprocedures followed, matters considered and qualifications and limitations and other matters on the review undertaken set forth therein, the Merger Consideration to be received in the Merger by the holders of Shares (other than, as applicable, Parent, Merger Sub and their respective affiliates) pursuant to this Agreement is fair, from a financial point of view, to such holders (other thanholders. The Company will make available to Parent a signed copy of such opinion, for informational purposes only and solely on a non-reliance basis, as applicable, Parent, Merger Sub and their respective Affiliates). Promptly soon as possible following the receipt thereof by the Company Board, the Company shall make available to Parent a copy Board of such opinion solely on a non-reliance basis and for informational purposesDirectors.