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

Cleansing Statement; Consent to Disclosure. The Company shall, by 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 the Transactions. From and after the publication of the Disclosure Document, the Purchaser shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors, employees or agents in connection with the transactions contemplated by this Share Purchase Agreement and the Transactions, and Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Issuer, the Placement Agents, or any of their affiliates in connection with the Transactions; provided, that the foregoing shall not apply to the Sponsors. Each Purchaser hereby consents to the disclosure in the Form 8-K filed by the Company with the Commission in connection with the execution and delivery of the Merger 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 the Issuer or the Company to any governmental authority or to securityholders of the Issuer or the Company) of such Purchaser’s identity and beneficial ownership of its Shares and the nature of such Purchaser’s commitments, arrangements and understandings under and relating to this Share Purchase Agreement and, if deemed appropriate by 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. 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 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. The Company shall, by 9:00 a.m., New York City time, on no later than the first (1st) Business Day business day immediately following the date of this Share Purchase Subscription Agreement, issue one (1) or more press releases or file with the Commission SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the TransactionsOther Subscription Agreements and the Transaction and any other material, nonpublic information that the Company or its representatives has provided to the Subscriber at any time prior to the filing of the Disclosure Document. From and after the publication issuance of the Disclosure Document, to the Purchaser Company’s knowledge, Subscriber shall not be in possession of any material, nonpublic non-public information received from the Company or any of its officers, directors, employees or agents in connection with (including the Placement Agents) relating to the transactions contemplated by this Share Purchase Agreement Subscription Agreement, and the Transactions, and Purchaser Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Issuer, the Placement Agents, Company or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the Company 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 connection any press release or in any filing with the Transactions; providedSEC or any regulatory agency or trading market, that without the foregoing shall not apply to the Sponsors. Each Purchaser hereby consents to the disclosure in the Form 8-K filed by the Company with the Commission in connection with the execution and delivery prior written consent of the Merger Agreement and the Proxy Statement Subscriber, except (and, i) 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 the Issuer or the Company to any governmental authority or to securityholders of the Issuer or the Company) of such Purchaser’s identity and beneficial ownership of its Shares and the nature of such Purchaser’s commitments, arrangements and understandings under and relating to this Share Purchase Agreement and, if deemed appropriate by 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. Other than as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), (ii) as required by Nasdaq rules or regulations or (iii) at the request of the staff Staff of the Commission SEC or any other regulatory agency or as set forth agency, and in the immediately preceding sentence, without Purchaser’s prior written consent each case under (including by emaili), 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(iii), except only after giving notice to Subscriber, 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 confidentialextent permitted by law. Each Purchaser The Subscriber will promptly provide any information reasonably requested by the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions Transaction (including filings with the CommissionSEC).

Cleansing Statement; Consent to Disclosure. The Company (a) 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 Share Purchase 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 TransactionsOther Subscription Agreements and the Transactions and any other material, nonpublic information that the Issuer or Altimeter or their respective representatives has provided to the Subscriber at any time prior to the filing of the Disclosure Document. From and after the publication issuance of the Disclosure Document, to the Purchaser Issuer and Altimeter’s knowledge, Subscriber shall not be in possession of any material, nonpublic non-public information received from the Issuer, Altimeter or the Company or any of its their respective officers, directors, employees or agents in connection with (including the Placement Agents) relating to the transactions contemplated by this Share Purchase Agreement Subscription Agreement, and the Transactions, and Purchaser Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Issuer, the Placement AgentsCompany, Altimeter or any of their affiliates in connection with or agents, relating to the Transactions; provided, transactions contemplated by this Subscription Agreement. (b) Neither Altimeter nor the Issuer shall issue any press releases or other public communications relating to the transactions contemplated hereby that reference the foregoing Subscriber or its affiliates or investment advisers by name without the prior written consent of Subscriber. This restriction shall not apply to the Sponsors. Each Purchaser hereby consents to the extent public disclosure in the Form 8-K filed by the Company with the Commission in connection with the execution and delivery of the Merger Agreement and the Proxy Statement (and, as and to the extent otherwise is required by the federal applicable securities laws or the Commission or any other securities authoritieslaw, any other documents or communications provided by the Issuer or the Company to any governmental authority or to securityholders of the Issuer stock exchange rule or the Company) of such Purchaser’s identity and beneficial ownership of its Shares and the nature of such Purchaser’s commitments, arrangements and understandings under and relating to this Share Purchase Agreement and, if deemed appropriate as otherwise requested by 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. 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 the request of any other regulatory agency or as set forth governmental agency; provided, that in the immediately preceding sentenceevent such disclosure is required, without Purchaser’s Altimeter or the Issuer, as applicable, shall to the extent practicable and legally permissible, provide Subscriber with 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 notice of such information permitted disclosure and are obligated to keep such information confidential. Each Purchaser will promptly provide consider, in good faith, any information reasonably requested comments provided by 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)Subscriber.

Cleansing Statement; Consent to Disclosure. The Company (a) 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 Share Purchase 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 TransactionsOther Subscription Agreements and the Transactions and any other material, nonpublic information that the Issuer or Altimeter or their respective representatives has provided to the Subscriber at any time prior to the filing of the Disclosure Document. From and after the publication issuance of the Disclosure Document, to the Purchaser Issuer and Altimeter’s knowledge, Subscriber shall not be in possession of any material, nonpublic non-public information received from the Issuer, Altimeter or the Company or any of its their respective officers, directors, employees or agents in connection with relating to the transactions contemplated by this Share Purchase Agreement Subscription Agreement, and the Transactions, and Purchaser Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Issuer, the Placement AgentsCompany, Altimeter or any of their affiliates in connection with the Transactions; providedaffiliates, that the foregoing shall not apply relating to the Sponsorstransactions contemplated by this Subscription Agreement. Each Purchaser 21 (b) Subscriber hereby consents to the publication and disclosure in the Form 8-K filed any press release issued by the Issuer, Altimeter or the Company or any other filing with the Commission by Altimeter or the Issuer in connection with the execution and delivery of the Merger 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 the Issuer Issuer, Altimeter or the Company or any of their respective affiliates to any governmental authority or to securityholders of Altimeter, the Issuer or the Company) of such PurchaserSubscriber’s identity and beneficial ownership of its the Shares and the nature of such PurchaserSubscriber’s commitments, arrangements and understandings under and relating to this Share Purchase Subscription Agreement and, if deemed appropriate by the Issuer Issuer, Altimeter or the Company, a copy of this Share Purchase Subscription 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. 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 Subscriber will promptly provide any information reasonably requested by Altimeter, 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).