Common use of Documentation and Information Clause in Contracts

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Body or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, such Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned withheld or delayeddelayed or conditioned), except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure will shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give provide Parent any such additional information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Parent Stockholder shall not make any public announcement or statement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent Company (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureCompany). Such Parent Stockholder consents to and hereby authorizes Company and the Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Company or Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Parent Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Parent Stockholder’s commitments and obligations under this Agreement, and such Parent Stockholder acknowledges that Company or Parent may, in Parent’s its sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Parent Stockholder agrees to promptly give Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Parent Stockholder agrees to promptly notify Company and Parent of any changes required corrections with respect to any written information supplied by such Parent Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such During the term of this Agreement, each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Buyer or Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, of such Stockholder’s identity, the aggregate number identity and holdings of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement, Agreement and such Stockholder acknowledges that Parent mayany other information, in Parent’s sole discretioneach case, file this Agreement that Buyer or a form hereof with the SEC Parent reasonably determines is required to be disclosed by applicable Legal Requirements in any press release or any other Governmental Entity or securities exchange. Such Stockholder disclosure document in connection with the Transaction and the transactions contemplated by the APA and (b) agrees to promptly give to Buyer or Parent any information necessary Buyer or Parent may reasonably require for the preparation of any such disclosure documents. Buyer and Parent (i) consent to and authorize the publication and disclosure by any Stockholder of Buyer’s or Parent’s identity, the nature of Buyer’s or Parent’s and such Stockholder’s commitments, arrangements and understandings under this Agreement and any other information, in each case, that such Stockholder reasonably determines is required to be disclosed by such Stockholder under applicable Legal Requirements in any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act and any other filings with or notices to governmental entities and (ii) agrees promptly to give to such Stockholder any information such Stockholder may reasonably request for the preparation of any such documents. Each party hereto agrees to promptly notify Parent the other parties of any changes required corrections with respect to any information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers, employees and Representatives not to, issue any such press release, make any such public statement issue any press release or make any public announcement or other communication to any Third Party regarding this Agreement or and the transactions contemplated hereby or the Merger Agreement and the transactions contemplated thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder (i) consents to and hereby authorizes the publication and disclosure by Parent to publish or Sub of such Stockholder’s identity and disclose in all documents holdings of Subject Shares, the nature of such Stockholder’s commitments, arrangements and schedules filed with understandings under this Agreement (including, for the SEC or avoidance of doubt, the disclosure of this Agreement) and any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document information that Parent reasonably determines is required to be necessary disclosed by applicable Law in any press release, the Offer Documents (in each case, including all schedules and documents filed with the SEC) or advisable any other disclosure document in connection with the Offer, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, Merger agreement (provided that notice of any such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject disclosure will be provided to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent mayto the extent reasonably practicable), in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (ii) agrees to promptly give Parent to Parent, Sub and the Company any information necessary they may reasonably require for the preparation of any such disclosure documents, documents and such Stockholder (iii) agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent and Sub each agrees to promptly give to such Stockholder any information regarding Parent or Sub, as applicable, that such Stockholder reasonably requires for the preparation of any documents that such Stockholder is required to file with the SEC in connection with the transactions contemplated hereby.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes the Company, Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementContemplated Transactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent it becomes aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent Shareholder (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Parent to publish of Shareholder’s identity and disclose in all documents holding of Covered Shares, the nature of Shareholder’s commitments, arrangements and schedules filed with understandings under this Agreement (including, for the SEC or avoidance of doubt, the disclosure of this Agreement) and any other Governmental Entity or applicable securities exchangeinformation, and any press release or other disclosure document in each case, that Parent reasonably determines is required to be necessary or advisable disclosed by Applicable Law in any press release, any Current Report on Form 8-K, any statement on Schedule 13D, the Proxy Statement, any other disclosure document in connection with the Offer, Merger Agreement and any filings with or notices to Governmental Authorities in connection with the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (b) agrees promptly to promptly give to Parent any information necessary it may reasonably request for the preparation of any such documents. Parent (i) consents to and authorizes the publication and disclosure by Shareholder of Parent’s identity, the nature of Parent’s and Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Shareholder reasonably determines is required to be disclosed by Applicable Law in any statement on Schedule 13D or 13G (or amendments thereto) and any other filings with or notices to Governmental Authorities and (ii) agrees promptly to give to Shareholder any information it may reasonably request for the preparation of any such documents, and such Stockholder . Each party hereto agrees to promptly notify Parent the other parties of any changes required corrections with respect to any information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by Applicable Law (in which case such Stockholder will notify Parent in advance of such public announcement), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, of such Stockholder’s identityidentity and holding of such Stockholder’s Subject Shares, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such Stockholder, in each case, that Parent reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer (including a Schedule 13D), the Merger and any other transaction contemplated by the Merger Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation inclusion of any such disclosure documents, and such information in any press release. Each Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by or on behalf of such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false contain any untrue statement of material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein not misleading. Such Stockholder hereby agrees to notify Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of the Company of which such Shareholder acquires record or Beneficial Ownership of on or after the date hereof.

Documentation and Information. Such Stockholder Except as required by applicable law (including without limitation the filing of a Schedule 13D or Schedule 13G or amendment thereto, as applicable, with the SEC which may include this Agreement as an exhibit thereto), the Shareholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (Parent; provided, however, that such consent shall not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided to the extent that reasonable notice of any such disclosure will be provided to Parent, announcement is consistent with the prior public announcements made by the Company in connection with this Agreement and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure Merger Agreement and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the transactions contemplated hereby and thereby. Such Stockholder The Shareholder consents to and hereby authorizes Parent and Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholderthe Shareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholderthe Shareholder’s commitments and obligations under this Agreement, and such Stockholder the Shareholder acknowledges that Parent may, and Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder The Shareholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder the Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or The Key Stockholder, on his behalf and on behalf of the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheldCovered Entities, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules required by applicable Law to be filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Merger Agreement or this Agreement(including on Schedule 13D), such the Key Stockholder’s identity, and each Covered Entity’s identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such the Key Stockholder’s commitments and obligations under this Agreement, and such the Key Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s sole discretionif required by applicable Law, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Key Stockholder agrees to promptly give Parent any relevant information necessary in his possession that Parent may reasonably require relating to the Key Stockholder or the Covered Entities for the preparation of any such required disclosure documents, and such the Key Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any such written information supplied by such Stockholder him specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Company, Parent (including any Subsidiary thereof) and Merger Sub shall be permitted, upon mutual agreement of the Company and Parent, to disclose in any press release in connection with the Merger and any other transactions contemplated by the Merger Agreement the existence of this Agreement and the nature of the Key Stockholder’s voting obligations under this Agreement.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided provided, that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Purchaser and/or their Affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, the Purchaser and/or their Affiliates reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, the Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent each of Parent, the Purchaser and/or their respective Affiliates any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of the Company and Parent (such consent not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law Law, including, without limitation, applicable filings with the SEC (provided provided, that the Stockholder shall provide reasonable prior written notice of any such disclosure will be provided to Parent, the Company and Parent and such Stockholder will consider in good faith the reasonable comments notice shall include a copy of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to any such disclosure). Such The Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that the Company, Parent or Merger Sub (as the case may be) reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement Agreement, and the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and such other information pertaining to this Agreement or the Merger that the Company and Parent (as the case may be) reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other applicable Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give provide the Company and Parent with any information necessary that either of the foregoing may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent if it becomes aware of any changes required corrections with respect to any information regarding this Agreement supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent and the Company (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementContemplated Transactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Except as required by applicable Law, the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder Each party hereto agrees to use its reasonable best efforts to promptly (a) give Parent the other party any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly (b) notify Parent the other party of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Acquisition Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Body or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Acquisition Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Such Stockholder makes no representations, and shall have no liability to Parent, Acquisition Sub or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Acquisition Sub, the Company or any of their respective Affiliates (other than such Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such No Stockholder shall (and the Stockholders shall cause their respective controlled Affiliates, excluding the Company, not to) make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosuredisclosure if requested by Xxxxxx). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents the Company of such Stockholder’s identity and schedules filed with holding of the SEC or any other Governmental Entity or applicable securities exchangeCovered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any Mergers and/or the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Merger Agreement, and such each Stockholder acknowledges that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Each Stockholder agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of of, and an opportunity to review and comment on (which comments shall be considered by the Stockholder in good faith), any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent the Acquirer Parties to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any each press release or other disclosure document that Parent any Acquirer Party reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that Parent the Acquirer Parties may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority (provided that, in each circumstance described in this sentence, the Acquirer Parties shall provide the Stockholder with reasonable notice of, and an opportunity to review and comment on such disclosure (which comments shall be considered by Acquirer Parties in good faith). Such The Stockholder agrees to promptly give provide Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Government Entity or any stock exchange as determined in the reasonable discretion of such Stockholder in consultation with its counsel (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the First Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser will file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not, and shall direct their respective Representatives not to, make any public announcement regarding this Agreement or the transactions contemplated hereby hereby, the Merger Agreement or the Transactions contemplated thereby, or any Takeover Proposal without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except in an amendment to any Schedule 13D filed by such Stockholder or as may otherwise be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided provided, that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Purchaser and/or their affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, the Purchaser and/or their affiliates reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, the Purchaser and/or their respective affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent each of Parent, the Purchaser and/or their respective affiliates any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, such Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, Merger and the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of thus Agreement until the Closing, the Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, Merger and the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such The Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, of such Stockholder’s identityidentity and holding of Covered Shares, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, and such Stockholder acknowledges in each case, that Parent mayreasonably determines is required to be disclosed by Applicable Law in any press release, any Current Report on Form 8-K, any Statement on Schedule 13D, the Joint Proxy Statement, the Registration Statement, any other disclosure document in Parent’s sole discretion, file this Agreement or a form hereof connection with the SEC Merger Agreement and any filings with or any other notices to Governmental Entity or securities exchange. Such Stockholder Authorities in connection with the Merger Agreement and (b) agrees promptly to promptly give to Parent any information necessary it may reasonably request for the preparation of any such documents. Parent (i) consents to and authorizes the publication and disclosure documentsby any Stockholder of Parent’s identity, the nature of Parent’s and such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that such Stockholder reasonably determines is required to be disclosed by Applicable Law in any Statement on Schedule 13D or 13G (or amendments thereto) and any other filings with or notices to Governmental Authorities and (ii) agrees promptly to give to such Stockholder any information it may reasonably request for the preparation of any such documents. Each party hereto agrees to promptly notify Parent the other parties of any changes required corrections with respect to any information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith Parent to the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureextent reasonably practicable). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeSEC. Such Stockholder agrees agrees, as to himself or itself, to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent The Stockholder: (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes Parent the publication and disclosure by Parent, Acquisition Sub or the Company, as applicable, of the Stockholder’s identity and holdings of Subject Shares, the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent, Acquisition Sub or the Company, as applicable, reasonably determines is required to publish and disclose be disclosed by applicable Legal Requirements in all documents and schedules any press release, any of the Offer Documents, the Schedule 14D-9 or any other disclosure document (whether or not filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable SEC) in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments other Contemplated Transactions; and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (b) agrees to promptly give Parent to Parent, Acquisition Sub or the Company, as applicable, any information necessary it may reasonably require for the preparation of any such disclosure documents. The Stockholder: (i) represents and warrants that none of the information provided by or on behalf of the Stockholder pursuant to this Section 2 will, at the time it is so provided, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and such Stockholder (ii) agrees to promptly notify Parent Parent, Acquisition Sub and the Company, as applicable, of any changes required corrections with respect to information supplied by such Stockholder specifically for use in any such disclosure documentinformation, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder shall consult with Parent before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated hereby and shall not issue any such press release or make any public statement without the written approval of Parent, except as may be required by applicable Legal Requirements.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayedwithheld with respect to statements made in support of the Transactions), except as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate shall reasonably consult with Parent in obtaining confidential treatment and Purchaser with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Company Stockholder Meeting, the Merger or and any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent mayand Purchaser may (provided that the Stockholder shall have a reasonable opportunity to review and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, in Parent’s sole discretionsuch approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Company Stockholder or its Affiliates shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent and the Company (in each case, such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureCompany). Such Each Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or the Company reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Transactions and any other transactions contemplated by the Business Combination Agreement or this Transaction Agreement, such Company Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that each of Parent and the Company may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Each Company Stockholder agrees to promptly give Parent and the Company any information necessary they may reasonably require for the preparation of any such disclosure documents, and such Company Stockholder agrees to promptly notify Parent and the Company of any changes required corrections with respect to any written information supplied by such Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent and the Company shall in any instance where such Company Stockholder or information relating thereto is disclosed, use their respective reasonable best efforts to provide drafts of such disclosures with sufficient time to enable such Company Stockholder to review and provide comments on such disclosures and Parent and Company shall in good faith consider incorporating any reasonable modifications requested by such Company Stockholder.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary Parent may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Merger Sub or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Merger Sub, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Except as required by applicable Law (including without limitation, the filing of a Schedule 13D with the SEC which may include this agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement agreement, the Merger Agreement, the Merger Transactions or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement agreement and the nature of such Stockholder’s commitments and obligations under this Agreementagreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes Parent the Company to publish and disclose in all documents and schedules filed with or furnished to the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably the Company determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContributed Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent the Company may, in Parentthe Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent the Company any information necessary it may reasonably require relating to such Stockholder for the preparation of any such disclosure documents, . The initial press release regarding the Transactions shall be a joint press release issued by the parties to the Merger Agreement and such Stockholder agrees thereafter none of the parties to promptly notify Parent this Agreement or any of their respective Affiliates shall issue or cause the publication of any changes press release or other announcement with respect to information supplied by the Transaction Agreements and the Transactions without the prior consultation of the other party and giving the other party the opportunity to review and comment on such Stockholder specifically press release or other announcement, except for use in any such disclosure documentrelease or other announcement (i) required by applicable Law or the rules or regulations of any applicable United States securities exchange, if the Toronto Stock Exchange or regulatory or Governmental Authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed in accordance with this Section 11 and Section 6.03 of the Merger Agreement or otherwise consistent in all material respects with previous statements made jointly by Parent and the Company; provided, however, that the restrictions set forth in this Section 11 and Section 6.03 of the Merger Agreement shall not apply to the extent that any such information shall have become false release or misleading in any material respectannouncement made or proposed to be made following a Company Board Recommendation Change.

Documentation and Information. Such From the date of this Agreement until the Closing, the Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such The Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such The Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Shareholder shall not make any public announcement regarding this Agreement or and the Merger Agreement and the transactions contemplated hereby and thereby without the prior written consent of Parent (Parent; provided, however, that such consent shall not to be unreasonably withheld, conditioned or delayed), except as may be required to the extent that any such announcement is consistent with the prior public announcements made by applicable Law (provided that reasonable notice the Company in connection with this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby; provided, further, that, to the extent practicable, such Shareholder shall give Parent an opportunity to review the portions of any such disclosure will be announcement that describe this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby prior to its release; and provided, further, that such Shareholder may redact or remove from the announcement that has been provided to Parent, and such Stockholder will consider in good faith Parent for review hereunder any statements regarding the reasonable comments of Parent with respect financial impact to such disclosure Shareholder of this Agreement, the Merger Agreement and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the transactions contemplated hereby and thereby. Such Stockholder consents to and Shareholder hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder Shareholder acknowledges that Parent may, and Merger Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respectEntity.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Governmental Entity or the Nasdaq or any other national securities exchange as determined in the reasonable discretion of the Stockholder in consultation with his, her or its counsel (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Merger Sub will file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)Law. Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Offer and any other transactions contemplated by the Business Combination Agreement or this Transaction Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent maymay (provided that the Stockholder shall have a reasonable opportunity to review, in Parent’s sole discretioncomment and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information reasonably necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, Parent hereby consents to and authorizes the publication and disclosure by Stockholder (including in a Schedule 13D or any other publicly filed documents related the Offer or any other transactions contemplated by the Transaction Agreement) of the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any other information that Stockholder reasonably determines to be necessary in any SEC disclosure document in connection with the Offer or any of the other transactions contemplated by the Transaction Agreement or this Agreement.

Documentation and Information. Such Stockholder Unitholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent and the Partnership (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurePartnership). Such Stockholder Unitholder consents to and hereby authorizes the Parent Entities and the Partnership to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that the Parent Entities reasonably determines determine to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderUnitholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCommon Units and Class B Units set forth on Schedule A hereto, the existence of this Agreement and the nature of such StockholderUnitholder’s commitments and obligations under this Agreement, and such Stockholder Unitholder acknowledges that the Parent Entities and the Partnership may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder Unitholder agrees to promptly give Parent and the Partnership any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Unitholder agrees to promptly notify Parent and the Partnership, as applicable, of any changes required corrections with respect to any written information supplied by such Stockholder Unitholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure other than an amendment to its report on Schedule 13D to disclose this Agreement and report that it has been entered into will be provided to Parent, if permitted and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureas soon as practicable). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided, however, that Parent and Merger Sub shall provide Stockholder with an advance copy of, and reasonable opportunity to comment on, any such press release. The Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Each Shareholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules required to be filed (in Parent’s reasonable discretion) with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder Shareholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require relating to such Shareholder for the preparation of any such required disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any such written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Company, Parent (including any Subsidiary thereof) and Merger Sub shall be permitted to disclose in any press release in connection with the Merger and any transactions contemplated by the Merger Agreement the existence of this Agreement and the nature of the Shareholders’ commitments and obligations under this Agreement, subject to the prior written (which may include by email) consent of the Shareholders (such consent not to be unreasonably withheld, conditioned or delayed) with respect to the form and content thereof.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Body or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents. 4.4.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Target to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeU.S. Securities and Exchange Commission (“SEC”), including, without limitation, Schedule 14A, and published and disclosed to Parent and Target shareholders, including, without limitation, preliminary and definitive proxy statements, circulars, and additional solicitation materials, and any press release or other disclosure document that Parent or Target reasonably determines to be necessary or advisable in connection with the OfferMerger and any of the other Transactions, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or Parent reasonably determines is required to be disclosed by law, and such Stockholder acknowledges that Parent and Target may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand Company Stock Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayedwithheld with respect to statements made in support of the Transactions), except and to the extent as may be required by applicable Law (provided that reasonable notice including the filing of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith a Schedule 13D with the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureSEC which may include this Agreement as an exhibit thereto). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent mayand Merger Sub may (provided that the Stockholder shall have a reasonable opportunity to review and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, in Parent’s sole discretionsuch approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Shareholder (solely in his or her capacity as a shareholder of the Company) shall not make any public announcement regarding this Agreement or Agreement, the transactions contemplated hereby hereby, the Merger Agreement, the Offer, the Merger or the other Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement, including any Schedule 13D, Form 4 or other filing required by the SEC (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Shareholder consents to and hereby authorizes Parent Xxxxxx and Merger Sub to publish and disclose in all documents and schedules schedules, including any Offer Documents, filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such StockholderShareholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder Shareholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Shareholder (solely in his or her capacity as a shareholder of the Company) shall not make any public announcement regarding this Agreement or Agreement, the transactions contemplated hereby hereby, the Merger Agreement, the Offer, the Merger or the other Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Shareholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules schedules, including any Offer Documents, filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such StockholderShareholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder Shareholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding During the term of this Agreement (i) the Stockholders shall have the right to approve of any disclosure by Parent and its affiliates relating to the Stockholders’ identity and holding of the Covered Shares and the nature of their commitments and obligations under this Agreement in any press release (which approval may be given by counsel to the Stockholders), (ii) the Stockholders shall have the right to review and reasonably comment on any announcement or the transactions contemplated hereby without the prior written consent of Parent (such consent not disclosure required to be unreasonably withheld, conditioned or delayed), except as may be required filed by applicable Law Parent by (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with A) the SEC or any other Governmental Entity Entity, (B) the Proxy Statement or applicable securities exchange(C) the Schedule 13E-3, and or any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any of the other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identityin each case, disclosing the aggregate number Stockholders’ identity and holding of Subject the Covered Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s their commitments and obligations under this Agreement, Agreement and such (ii) each Stockholder acknowledges that and Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any agrees promptly to give to each other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent party any information necessary such party may reasonably request for the preparation of any such disclosure documents, . Each Stockholder and such Stockholder agrees to Parent shall promptly notify Parent the other parties of any changes required corrections with respect to any written information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. No Stockholder shall, or shall permit any of its affiliates (excluding, for the avoidance of doubt, the Company) or their respective Representatives to, issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement and the Merger Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any national securities exchange or Governmental Entity to which such Stockholder is subject or submits.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirements, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall agrees not to make any public announcement regarding this Agreement or the transactions contemplated hereby or by the Merger Agreement without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureas soon as practicable). Such Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by of the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such . Each Stockholder acknowledges that Parent or Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Each Stockholder agrees to promptly give Parent any information necessary Parent may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by Applicable Law (in which case, other than the filing of any required amendments to the Stockholder’s Schedule 13D, the Stockholder will notify the Company in advance of such public announcement), the Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)Company. Such The Stockholder consents to and hereby authorizes the publication and disclosure by Parent and the Company of the Stockholder’s identity and holding of the Stockholder’s Subject Shares, the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding the Stockholder, in each case, that the Company reasonably determines is required to publish be disclosed by Applicable Law in the Company Disclosure Documents (including all schedules and disclose in all documents and schedules filed with the SEC SEC), or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions transaction contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Merger Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation inclusion of any such disclosure documents, and such information in any press release. Each Stockholder agrees to promptly notify Parent the Company of any changes required corrections with respect to any information supplied by such or on behalf of the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false contain any untrue statement of material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify the Company in writing as promptly as practicable of the number of any additional Subject Shares or other securities of the Company of which the Stockholder acquires record or Beneficial Ownership of on or after the date hereof.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of the Company and Parent 4861-5946-8346 v.2 (such consent not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law Law, including, without limitation, applicable filings with the SEC (provided provided, that the Stockholder shall provide reasonable prior written notice of any such disclosure will be provided to Parent, the Company and Parent and such Stockholder will consider in good faith the reasonable comments notice shall include a copy of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to any such disclosure). Such The Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that the Company, Parent or Merger Sub (as the case may be) reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement Agreement, and the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and such other information pertaining to this Agreement or the Merger that the Company and Parent (as the case may be) reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other applicable Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give provide the Company and Parent with any information necessary that either of the foregoing may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent if it becomes aware of any changes required corrections with respect to any information regarding this Agreement supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Company Stockholder shall not make any public announcement or statement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law law (provided that reasonable notice of any such disclosure will be provided to Parent); provided that the foregoing will not restrict or prohibit a Company Stockholder that is a venture capital fund from providing information about the subject matter of the Merger Agreement in communications with its limited partners and in connection with fundraising, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)marketing, informational, transactional or reporting activities. Such Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Company Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Company Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Company Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including without limitation the filing of a Schedule 13D or Schedule 13G or amendment thereto, as applicable, with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, Purchaser and/or their respective affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, Purchaser and/or their respective affiliates reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand, if applicable, Company Stock Awards, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, Purchaser and/or their respective affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent each of Parent, Purchaser and/or their respective affiliates any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, such Stockholder shall not make any public announcement regarding this Agreement or and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law law (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, Offer and the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementMerger, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser may file this Agreement or a form hereof with the SEC or any other Governmental Entity Entity; provided that in any such case the Stockholders shall have a reasonable opportunity to review and approve in advance that portion of any publication or securities exchangedisclosure related to the Stockholder, the Subject Shares or this Agreement, such approval not to be unreasonably withheld, conditioned or delayed. Such Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of of, and opportunity to comment on, any such disclosure will be provided to the Company and Parent), and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents the Company of such Stockholder’s identity and schedules filed with holding of the SEC or any other Governmental Entity or applicable securities exchangeCovered Shares, and the terms of this Agreement (including the disclosure of this Agreement), in any press release or release, the Proxy Statement, Schedule 13E-3 and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Merger Agreement, and such each Stockholder acknowledges that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make agrees that any public announcement regarding by Stockholder relating to the transaction contemplated by this Agreement and the Merger Agreement will be made solely in Stockholder’s capacity as a director or officer of the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheldCompany, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of and any such disclosure will public announcement shall be provided governed by the terms and conditions of the Merger Agreement, subject to Parent, and such Stockholder will consider in good faith Stockholders’ ability to comply with required disclosures relating to this Agreement under the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)securities Laws. Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand/or, if applicable, Company Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, and Merger Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law (provided that the Stockholder shall provide reasonable notice of any such disclosure will be provided to Parent, other than an amendment to and such Stockholder will consider in good faith report on Schedule 13D or any filing made pursuant to Section 16 of the reasonable comments of Parent with respect Exchange Act solely to such disclosure disclose this Agreement and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurereport that it has been entered into). Such The Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Merger, and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement Agreement, and the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other applicable Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give provide Parent with any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent if it becomes aware of any changes required corrections with respect to any information regarding this Agreement supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or Agreement, the transactions contemplated hereby hereby, the Merger Agreement, the Offer, the Merger or the other Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules schedules, including any Offer Documents, filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number 's identity and ownership of such Stockholder's Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s 's commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s 's sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Government Entity or any stock exchange as determined in the reasonable discretion of the Stockholder in consultation with his counsel (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the First Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser will file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes Parent the Company to publish and disclose in all documents and schedules filed with or furnished to the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably the Company determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent the Company may, in Parentthe Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangegovernmental authority. Such Stockholder agrees to promptly give Parent the Company any information necessary it may reasonably require relating to such Stockholder for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent the Company of any changes required corrections with respect to any such written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that that, to such Stockholder’s knowledge, any such information shall have become false or misleading in any material respect. None of the Stockholders or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transaction Documents and the Transactions without the prior written consent of the Company, except for any such release or other announcement (i) required by applicable law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed by the Company.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) as may the Stockholder reasonably determines (based on the advice of its legal counsel) is required to be required disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, ) or (b) for any such announcement that is supportive of the transactions contemplated by the Merger Agreement and such Stockholder will consider not inconsistent with any press release issued by Parent or the Company in good faith connection with or relating to the reasonable comments of Parent with respect to such disclosure Merger and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the transactions contemplated thereby. Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines, after consultation with outside counsel, is required to be disclosed by Law, and such the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation Authority (provided that notice of any such disclosure documents, and such will be provided to the Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respectreasonably practicable).

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such Parent, which consent shall not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Subsidiary to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Subsidiary reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand/or, if applicable, Company Stock Options or Company Restricted Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, and Merger Subsidiary may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Except as required by applicable Law, Shareholders shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (withheld in Parent’s sole discretion); provided that reasonable notice Shareholders may disclose the terms of any such disclosure will be provided to Parent, this Agreement and such Stockholder will consider file a copy hereof in good faith a Schedule 13D filed with the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)SEC. Such Stockholder consents Shareholders consent to and hereby authorizes Parent authorize Parent, the Company and the Surviving Entity to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, the Company or the Surviving Corporation reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Agreement and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, Shareholders’ identities and ownership of and interests in the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges Shareholders acknowledge that Parent Parent, the Company and the Surviving Entity may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees Shareholders agree to promptly give Parent Parent, the Company and the Surviving Entity any information necessary that is in their possession that Parent, the Company or the Surviving Entity may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees Shareholders agree to promptly notify Parent Parent, the Company and the Surviving Entity of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that Shareholders shall become aware that any such information shall have become false or misleading in any material respect.