Common use of Cleansing Statement; Consent to Disclosure Clause in Contracts

Cleansing Statement; Consent to Disclosure. (a) SPAC shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Agreement, and Sponsor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC or any of their affiliates, relating to the transactions contemplated by this Agreement. (b) Sponsor hereby consents to the publication and disclosure in any press release issued by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubco, SPAC or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco or the Company) of Sponsor’s identity and beneficial ownership of the Backstop Shares and the nature of Sponsor’s commitments, arrangements and understandings under and relating to this Agreement, and if deemed appropriate by Pubco, SPAC or the Company, a copy of this Agreement. Sponsor will promptly provide any information reasonably requested by SPAC, Pubco or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC HPX shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements and the Transactions and any other material, non-public nonpublic information that Pubco the Issuer or SPAC HPX or their respective representatives has provided to Sponsor Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco the Issuer’s and SPACHPX’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubco, SPAC the Issuer or the Company HPX or any of their respective officers, directors, employees or agents (including the Placement Agents) relating to the transactions contemplated by this Subscription Agreement, and Sponsor Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with PubcoIssuer, the Company, SPAC HPX or any of their affiliatesaffiliates or agents, relating to the transactions contemplated by this Subscription Agreement. (b) Sponsor Neither HPX nor the Issuer shall issue any press releases or other public communications relating to the transactions contemplated hereby that reference the Subscriber or its affiliates or investment advisers by name without the prior written consent of Subscriber. This restriction shall not apply to the extent public disclosure is required by applicable securities law, any governmental authority or stock exchange rule or as otherwise requested by the staff of the Commission or the request of any other regulatory or governmental agency; provided, that in the event such disclosure is required, HPX or the Issuer, as applicable, shall to the extent practicable and legally permissible, provide Subscriber with prior written notice of such permitted disclosure and consider, in good faith, any comments provided by Subscriber. Subject to the limitations of the following sentence, Subscriber hereby consents to the publication and disclosure in any press release issued Form 8-K or Form 6-K filed by Pubcothe Issuer or HPX with the Commission, SPAC in any filing with the Commission made in connection with the Business Combination Agreement and the Transactions, including any proxy statement, prospectus or the Company registration statement related thereto or any other filing with the Commission by SPAC or Pubco in connection with the execution pursuant to applicable securities laws, of Subscriber’s name and delivery of the Business Combination Agreement and the Proxy Statement (and as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubco, SPAC or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco or the Company) of Sponsor’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed required or appropriate by Pubco, SPAC the Issuer or the CompanyHPX, a copy of this Subscription Agreement. Sponsor will promptly The Issuer or HPX shall provide a draft of any information proposed disclosures under this Section 7.19(b) to Subscriber reasonably requested in advance of the release of such disclosures, but in no event less than one (1) business day prior to release, and shall consider in good faith any revisions to such disclosure proposed by SPACSubscriber. Notwithstanding the foregoing or anything contained to the contrary in this Section 7.19, Pubco the Issuer may make disclosures to an auditor or governmental or regulatory authority pursuant to any routine investigation, inspection, examination or inquiry without providing Subscriber with any notification thereof, unless Subscriber is the Company for subject of any regulatory application such investigation, inspection, examination or filing made or approval sought inquiry (in connection with which case the Transactions (including filings with the Commissionpreceding sentence shall govern).

Cleansing Statement; Consent to Disclosure. (a) SPAC 6.1 The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Share Purchase Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements Institutional Share Purchase Agreement, and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor the Purchaser shall not be in possession of any material, non-public nonpublic information received from Pubco, SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementShare Purchase Agreement and the Transactions, and Sponsor Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubcothe Issuer, the CompanyPlacement Agents, SPAC or any of their affiliatesaffiliates in connection with the Transactions; provided, relating that the foregoing shall not apply to the transactions contemplated by this AgreementSponsors. (b) Sponsor 6.2 Each Purchaser hereby consents to the publication and disclosure in any press release issued the Form 8-K filed by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco SEC in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the Company) of Sponsorsuch Purchaser’s identity and beneficial ownership of the Backstop its Shares and the nature of Sponsorsuch Purchaser’s commitments, arrangements and understandings under and relating to this AgreementShare Purchase Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Share Purchase Agreement; provided that, in the case of such disclosures by the Issuer or the Company, the Issuer or Company, as applicable, shall provide each Purchaser with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with each such Purchaser regarding such disclosure, in each case, to the extent such disclosure specifically names such Purchaser. Sponsor Other than in the Registration Statement contemplated by the Secondary Side Letter, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Purchaser’s prior written consent (including by email), neither the Issuer nor the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of any Purchaser or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Sellers’ and Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Each Purchaser will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the CommissionSEC).

Cleansing Statement; Consent to Disclosure. (a) SPAC 6.1 The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Share Purchase Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements Employee Share Purchase Agreement, and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor the Purchaser shall not be in possession of any material, non-public nonpublic information received from Pubco, SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementShare Purchase Agreement and the Transactions, and Sponsor Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubcothe Issuer, the CompanyPlacement Agents, SPAC or any of their affiliatesaffiliates in connection with the Transactions; provided, relating that the foregoing shall not apply to the transactions contemplated by this AgreementSponsors. (b) Sponsor 6.2 Each Purchaser hereby consents to the publication and disclosure in any press release issued the Form 8-K filed by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco SEC in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the Company) of Sponsorsuch Purchaser’s identity and beneficial ownership of the Backstop its Shares and the nature of Sponsorsuch Purchaser’s commitments, arrangements and understandings under and relating to this AgreementShare Purchase Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Share Purchase Agreement; provided that, in the case of such disclosures by the Issuer or the Company, the Issuer or Company, as applicable, shall provide each Purchaser with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with such Purchaser regarding such disclosure, in each case, to the extent such disclosure specifically names such Purchaser. Sponsor Other than in the Registration Statement contemplated by the Secondary Side Letter, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Purchaser’s prior written consent (including by email), neither the Issuer nor the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of any Purchaser or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Sellers’ and the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Each Purchaser will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the CommissionSEC).

Cleansing Statement; Consent to Disclosure. (a) SPAC 6.1 The Issuer shall, by no later than 9:00 11:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements Agreements, and the Transactions Transactions. From and any other after the publication of the Disclosure Document, the Issuer represents to the Subscriber that it shall have publicly disclosed all material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior delivered to the filing of Subscriber by the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company Issuer or any of their respective officers, directors, employees or agents relating to in connection with the transactions contemplated by this the Subscription Agreement and the Merger Agreement, and Sponsor Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral oral, with Pubcothe Issuer, the CompanyPlacement Agents, SPAC or any of their affiliates, relating to the transactions contemplated by this Agreement. (b) Sponsor 6.2 Subscriber hereby consents to the publication and disclosure in any press release issued by Pubco, SPAC the Issuer or the Company or any other filing Form 8-K filed by the Issuer with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement Statement/Prospectus (and and, as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority Governmental Authority or to securityholders of SPACthe Issuer) in each case, Pubco as and to the extent required by applicable law or the Company) Commission or any other governmental authority, of SponsorSubscriber’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Subscription Agreement. Sponsor Other than as set forth in the immediately preceding sentence, without Subscriber’s prior written consent, the Issuer will not publicly disclose the name of Subscriber, other than to the Issuer’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Subscriber will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC 7.1 The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements Agreements, and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor the Subscriber shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementSubscription Agreement and the Transactions, and Sponsor Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC the Placement Agents, or any of their affiliatesaffiliates in connection with the Transactions; provided, relating that the foregoing shall not apply to the transactions contemplated by this AgreementSponsors. (b) Sponsor 7.2 Subscriber hereby consents to the publication and disclosure in any press release issued the Form 8-K filed by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco SEC in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the Company) of SponsorSubscriber’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Subscription Agreement; provided that, in the case of such disclosures by the Issuer or the Company, the Issuer or Company, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Sponsor Other than in the Registration Statement contemplated by Section 4 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), neither the Issuer nor the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Subscriber will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the CommissionSEC).

Cleansing Statement; Consent to Disclosure. (a) The SPAC shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements Agreements, and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledgethe Subscriber shall not, Sponsor shall not unless otherwise agreed by the Subscriber, be in possession of any material, non-public information received from Pubco, the SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementSubscription Agreement and the Transactions, and Sponsor Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubcothe SPAC, the CompanyPlacement Agents, SPAC or any of their affiliatesaffiliates in connection with the Transactions, relating unless otherwise agreed by the Subscriber; provided, that the foregoing shall not apply to the transactions contemplated by this AgreementSponsors. (b) Sponsor Subscriber hereby consents to (x) the publication and disclosure in any press release issued each of the Registration Statement contemplated by PubcoSection 5 of this Subscription Agreement, SPAC or the Company or any other filing Form F-4 to be filed by the Issuer with the Commission by SPAC or Pubco in connection with SEC subsequent to the execution and delivery of the Business Combination Agreement (“Form F-4”) and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates SPAC to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the CompanySPAC) of SponsorSubscriber’s identity and beneficial ownership identity, the fact that it is a party to this Agreement (but not the Purchase Price to be paid by Subscriber or the number or percentage of the Backstop Shares Units subscribed for hereunder (such information “Allocation Information”)), and the general nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the CompanySPAC, a copy of the “form-of” this Subscription Agreement (which does not contain any Allocation Information) and (y) the disclosure in the Registration Statement contemplated by Section 5 of this Subscription Agreement (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Issuer or the SPAC to any governmental authority or to securityholders of the Issuer or the SPAC) of the Allocation Information; provided that, except in the case of such disclosures by the Issuers or the SPAC in the Registration Statement contemplated by Section 5 of this Subscription Agreement, the Form F-4 or Proxy Statement (including any amendments or supplements thereto) or as otherwise required by applicable law, rule or regulation, the Issuer or the SPAC will not specifically name the Subscriber. Sponsor Other than in the Registration Statement contemplated by Section 5 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), neither the Issuer nor the SPAC shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential; provided that, in the case of the foregoing clauses (i) and (ii), the Issuer or SPAC, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Subscriber will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company SPAC for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the CommissionSEC).

Cleansing Statement; Consent to Disclosure. (a) SPAC The Issuer shall, by no later than 9:00 a.m., New York City time, on by the first fourth (1st4th) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements and the Transactions and any other material(collectively, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the “Disclosure Document”). From and after the issuance of the Disclosure Document, to Pubco and SPACthe Issuer’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company Issuer or any of their respective its officers, directors, directors or employees or agents relating to the transactions contemplated by this Subscription Agreement, and Sponsor the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC Issuer or any of their its affiliates, relating to the transactions contemplated by this Subscription Agreement.. ​ (b) Sponsor Subscriber hereby consents to the publication and disclosure in any press release issued by Pubco, SPAC the Issuer or the Company or any other filing Form 8-K filed by the Issuer with the Commission by SPAC or Pubco SEC in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority Governmental Authority or to securityholders of SPAC, Pubco or the CompanyIssuer) of SponsorSubscriber’s identity and beneficial ownership of the Backstop Covered Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Subscription Agreement. Sponsor Subscriber will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law. ​ ​ ​

Cleansing Statement; Consent to Disclosure. (a) SPAC Altimeter shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements and the Transactions and any other material, non-public nonpublic information that Pubco the Issuer or SPAC Altimeter or their respective representatives has provided to Sponsor the Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco the Issuer and SPACAltimeter’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubcothe Issuer, SPAC Altimeter or the Company or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Subscription Agreement, and Sponsor the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with PubcoIssuer, the Company, SPAC Altimeter or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement. . 21 (b) Sponsor Subscriber hereby consents to the publication and disclosure in any press release issued by Pubcothe Issuer, SPAC Altimeter or the Company or any other filing with the Commission by SPAC Altimeter or Pubco the Issuer in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubcothe Issuer, SPAC Altimeter or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPACAltimeter, Pubco the Issuer or the Company) of SponsorSubscriber’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubcothe Issuer, SPAC Altimeter or the Company, a copy of this Subscription Agreement. Sponsor Subscriber will promptly provide any information reasonably requested by SPACAltimeter, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC The Issuer shall, by no later than 9:00 a.m., New York City time, on by the first fourth (1st4th) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements and the Transactions and any other material(collectively, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the “Disclosure Document”). From and after the issuance of the Disclosure Document, to Pubco and SPACthe Issuer’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company Issuer or any of their respective its officers, directors, directors or employees or agents relating to the transactions contemplated by this Subscription Agreement, and Sponsor the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC Issuer or any of their its affiliates, relating to the transactions contemplated by this Subscription Agreement. (b) Sponsor Subscriber hereby consents to the publication and disclosure in any press release issued by Pubco, SPAC the Issuer or the Company or any other filing Form 8-K filed by the Issuer with the Commission by SPAC or Pubco SEC in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority Governmental Authority or to securityholders of SPAC, Pubco or the CompanyIssuer) of SponsorSubscriber’s identity and beneficial ownership of the Backstop Covered Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Subscription Agreement. Sponsor Subscriber will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission). Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law.

Cleansing Statement; Consent to Disclosure. (a) SPAC 7.1 Issuer shall, by no later than 9:00 a.m., New York City time, on the first fourth (1st4th) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 86-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure Documenthereby. From and after the issuance publication of such Form 6-K, the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company Issuer or any of their respective its officers, directors, employees or agents relating to in connection with the transactions transaction contemplated by this Subscription Agreement, and Sponsor Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC Issuer or any of their its affiliates, relating to the transactions contemplated by this Agreement. (b) Sponsor 7.2 Subscriber hereby consents to the publication and disclosure in (i) any press release issued by Pubco, SPAC the Issuer or the Company or Form 6-K filed by Issuer with the Commission in connection with the any other filing with the Commission by SPAC or Pubco pursuant to applicable securities laws, in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and each case as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, authorities and (ii) any other documents or communications provided by Pubco, SPAC or the Company or any of their respective affiliates Issuer to any governmental authority or to securityholders of SPACthe Issuer, Pubco in each case, as and to the extent required by applicable law or the Company) Commission or any other governmental authority, of SponsorSubscriber’s name and identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed required or appropriate by the Issuer, a form (excluding details specific and personal to Subscriber) of this Subscription Agreement; provided that, in the case of such disclosures by the Issuer shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Other than in the Registration Statement contemplated by Section 4 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), the Issuer shall not, and if deemed appropriate by Pubcoshall cause its officers, SPAC directors, affiliates, and agents not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the CompanyCommission or any regulatory agency or trading market other than as set forth above, a copy except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of this Agreementservices to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Sponsor Subscriber will promptly provide any information reasonably requested by SPAC, Pubco or the Company Issuer for any regulatory application or filing made or approval sought in connection with the Transactions this Subscription Agreement (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC 7.1 The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements Agreements, and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor the Subscriber shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementSubscription Agreement and the Transactions, and Sponsor Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC the Placement Agents, or any of their affiliatesaffiliates in connection with the Transactions; provided, relating that the foregoing shall not apply to the transactions contemplated by this AgreementSponsors. (b) Sponsor 7.2 Subscriber hereby consents to the publication and disclosure in any press release issued the Form 8-K filed by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco SEC in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission SEC or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the Company) of SponsorSubscriber’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Subscription Agreement; provided that, in the case of such disclosures by the Issuer or the Company, the Issuer or Company, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Sponsor Other than in the Registration Statement contemplated by Section 4 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), neither the Issuer nor the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Subscriber will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the CommissionSEC).

Cleansing Statement; Consent to Disclosure. (a) SPAC Section 7.01 Broadstone shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby hereby, and by the PIPE Other Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of such Form 8-K, the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubcothe Company, SPAC or Broadstone, the Company Issuer or any of their respective officers, directors, employees or agents relating to in connection with the transactions contemplated by this Agreement, Subscription Agreement and Sponsor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC or any of their affiliates, relating to the transactions contemplated by this AgreementTransactions. (b) Sponsor Section 7.02 Subscriber hereby consents to the publication and disclosure in (i) any press release issued by PubcoBroadstone, SPAC the Issuer or the Company or any other filing the Form 8-K filed by Broadstone with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Agreement and Agreement, the Proxy Statement (and proxy statement, or any other filing with the Commission pursuant to applicable securities laws, in each case as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, authorities and (ii) any other documents or communications provided by PubcoBroadstone, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPACthe Issuer, Pubco in each case, as and to the extent required by applicable law or the Company) Commission or any other governmental authority, of SponsorSubscriber’s name and identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed required or appropriate by PubcoBroadstone, SPAC the Issuer and/or the Company, a form (excluding details specific and personal to Subscriber) of this Subscription Agreement; provided that, in the case of such disclosures by the Issuer, Broadstone or the Company, a copy the Issuer, Broadstone or the Company, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Other than in the Registration Statement contemplated by Section 4 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), none of the Issuer, Broadstone or the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Sponsor Subscriber will promptly provide any information reasonably requested by SPACBroadstone, Pubco or the Issuer and/or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC RMG II shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements and the Transactions and any other material, non-public nonpublic information that Pubco the Issuer or SPAC RMG II or their respective representatives has provided to Sponsor the Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco the Issuer and SPACRMG II’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubcothe Issuer, SPAC or the Company RMG II or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Subscription Agreement, and Sponsor the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with PubcoIssuer, the Company, SPAC RMG II or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement. (b) Sponsor hereby consents to the publication and disclosure in any press release issued by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and as and to To the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubcothe Issuer, SPAC RMG II or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPACthe Issuer, Pubco or Subscriber hereby consents to the Company) publication and disclosure in the Form 8-K filed by RMG II with the Commission in connection with the execution and delivery of Sponsorthe Business Combination Agreement and the Proxy Statement of Subscriber’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement, and if deemed appropriate by Pubcoprovided that the Issuer or RMG II shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, SPAC or the CompanyIssuer, a copy of this Agreement. Sponsor will promptly provide any information reasonably requested by SPAC, Pubco or the Company for and RMG II shall not, without the prior written consent of Subscriber, publicly disclose the name of Subscriber or any of its advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) in any press release or (ii) in any filing with the Commission or any regulatory application agency or filing made or approval sought trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law, in connection which case the Issuer shall provide Subscriber with the Transactions (including filings prior written notice of such disclosure permitted under this clause and shall reasonably consult with the Commission)Subscriber regarding such disclosure.

Cleansing Statement; Consent to Disclosure. (a) SPAC The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Share Purchase Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor the Purchaser shall not be in possession of any material, non-public nonpublic information received from Pubco, SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementShare Purchase Agreement and the Transactions, and Sponsor Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubcothe Issuer, the CompanyPlacement Agents, SPAC or any of their affiliatesaffiliates in connection with the Transactions; provided, relating that the foregoing shall not apply to the transactions contemplated by this Agreement. (b) Sponsor Sponsors. Each Purchaser hereby consents to the publication and disclosure in any press release issued the Form 8-K filed by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the Company) of Sponsorsuch Purchaser’s identity and beneficial ownership of the Backstop its Shares and the nature of Sponsorsuch Purchaser’s commitments, arrangements and understandings under and relating to this AgreementShare Purchase Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Share Purchase Agreement; provided that, in the case of such disclosures by the Issuer or the Company, the Issuer or Company, as applicable, shall provide each Purchaser with prior written consent (including by e-mail) of such permitted disclosure, and shall reasonably consult with such Purchaser regarding such disclosure, in each case, to the extent such disclosure specifically names such Purchaser. Sponsor Other than as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Purchaser’s prior written consent (including by email), neither the Issuer nor the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of any Purchaser or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Sellers’ and the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Each Purchaser will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC 7.1 Broadstone shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby hereby, and by the PIPE Other Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of such Form 8-K, the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubcothe Company, SPAC or Broadstone, the Company Issuer or any of their respective officers, directors, employees or agents relating to in connection with the transactions contemplated by this Agreement, Subscription Agreement and Sponsor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC or any of their affiliates, relating to the transactions contemplated by this AgreementTransactions. (b) Sponsor 7.2 Subscriber hereby consents to the publication and disclosure in (i) any press release issued by PubcoBroadstone, SPAC the Issuer or the Company or any other filing the Form 8-K filed by Broadstone with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Agreement and Agreement, the Proxy Statement (and proxy statement, or any other filing with the Commission pursuant to applicable securities laws, in each case as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, authorities and (ii) any other documents or communications provided by PubcoBroadstone, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPACthe Issuer, Pubco in each case, as and to the extent required by applicable law or the Company) Commission or any other governmental authority, of SponsorSubscriber’s name and identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed required or appropriate by PubcoBroadstone, SPAC the Issuer and/or the Company, a form (excluding details specific and personal to Subscriber) of this Subscription Agreement; provided that, in the case of such disclosures by the Issuer, Broadstone or the Company, a copy the Issuer, Broadstone or the Company, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Other than in the Registration Statement contemplated by Section 4 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), none of the Issuer, Broadstone or the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Sponsor Subscriber will promptly provide any information reasonably requested by SPACBroadstone, Pubco or the Issuer and/or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC 6.1 The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Share Purchase Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure DocumentTransactions. From and after the issuance publication of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor the Purchaser shall not be in possession of any material, non-public nonpublic information received from Pubco, SPAC or the Company or any of their respective its officers, directors, employees or agents relating to in connection with the transactions contemplated by this AgreementShare Purchase Agreement and the Transactions, and Sponsor Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubcothe Issuer, the CompanyPlacement Agents, SPAC or any of their affiliatesaffiliates in connection with the Transactions; provided, relating that the foregoing shall not apply to the transactions contemplated by this AgreementSponsors. (b) Sponsor 6.2 Each Purchaser hereby consents to the publication and disclosure in any press release issued the Form 8-K filed by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Merger Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubco, SPAC the Issuer or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco the Issuer or the Company) of Sponsorsuch Purchaser’s identity and beneficial ownership of the Backstop its Shares and the nature of Sponsorsuch Purchaser’s commitments, arrangements and understandings under and relating to this AgreementShare Purchase Agreement and, and if deemed appropriate by Pubco, SPAC the Issuer or the Company, a copy of this Share Purchase Agreement; provided that, in the case of such disclosures by the Issuer or the Company, the Issuer or Company, as applicable, shall provide each Purchaser with prior written consent (including by e-mail) of such permitted disclosure, and shall reasonably consult with such Purchaser regarding such disclosure, in each case, to the extent such disclosure specifically names such Purchaser. Sponsor Other than as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Purchaser’s prior written consent (including by email), neither the Issuer nor the Company shall, and shall cause their respective officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of any Purchaser or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Sellers’ and the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Each Purchaser will promptly provide any information reasonably requested by SPAC, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).

Cleansing Statement; Consent to Disclosure. (a) SPAC Altimeter shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Other Subscription Agreements and the Transactions and any other material, non-public nonpublic information that Pubco the Issuer or SPAC Altimeter or their respective representatives has provided to Sponsor the Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco the Issuer and SPACAltimeter’s knowledge, Sponsor Subscriber shall not be in possession of any material, non-public information received from Pubcothe Issuer, SPAC Altimeter or the Company or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Subscription Agreement, and Sponsor the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with PubcoIssuer, the Company, SPAC Altimeter or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement. (b) Sponsor Subscriber hereby consents to the publication and disclosure in any press release issued by Pubcothe Issuer, SPAC Altimeter or the Company or any other filing with the Commission by SPAC Altimeter or Pubco the Issuer in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and and, as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubcothe Issuer, SPAC Altimeter or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPACAltimeter, Pubco the Issuer or the Company) of SponsorSubscriber’s identity and beneficial ownership of the Backstop Shares and the nature of SponsorSubscriber’s commitments, arrangements and understandings under and relating to this AgreementSubscription Agreement and, and if deemed appropriate by Pubcothe Issuer, SPAC Altimeter or the Company, a copy of this Subscription Agreement. Sponsor Subscriber will promptly provide any information reasonably requested by SPACAltimeter, Pubco the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).