Common use of Disclosure; Waiver Clause in Contracts

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, SUAC shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file with the U.S. Securities and Exchange Commission (to the extent that it has not already filed“SEC”) a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC SUAC, the Sponsor or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. SUAC shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC SUAC, the Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC SUAC agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACSUAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACSUAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement agreement, (and in any event not later than 9:30 a.m., 9:30am New York City time on the business day immediately following the date hereof), SPAC ) PWUP will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filingAgreement. Upon such the filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC Sponsor or PWUP or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC PWUP agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACPWUP’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACPWUP, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. PWUP shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that PWUP has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to PWUP’s knowledge, Investor shall not be in possession of any material, nonpublic information received from PWUP or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC WTMA will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACWTMA’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACWTMA, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. WTMA shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that WTMA has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to WTMA’s knowledge, Investor shall not be in possession of any material, nonpublic information received from WTMA or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on after execution of this Agreement, the business day immediately following the date hereof), SPAC Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Form 8-K”), reporting disclosing, to the extent not previously disclosed, (a) the material terms of this Agreement and of the transactions contemplated hereby and Agreement, (b) any other material, nonpublic material non-public information that SPAC the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to such filing. Upon such filingthe filing of the Form 8-K, to SPAC’s knowledge, Investor shall not be in possession and (c) the amount of any material, nonpublic Public Shares purchased and other information received from SPAC or any of its officers, directors or employeesrequired by SEC Compliance and Disclosure Interpretations section 166.01. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC The Company agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACthe Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACthe Company, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor and the Company acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any material non-public information received from the Sponsor, the Company, or any person acting on behalf of either.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on after execution of this Agreement, the business day immediately following the date hereof), SPAC Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Form 8-K”), reporting disclosing, to the extent not previously disclosed, (a) the material terms of this Agreement and of the transactions contemplated hereby and (b) any other material, nonpublic material non-public information that SPAC the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession the filing of any material, nonpublic information received from SPAC or any of its officers, directors or employees. the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC The Company agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACthe Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACthe Company, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor and the Company acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any material non-public information received from the Sponsor, the Company, or any person acting on behalf of either.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on after execution of this Agreement, the business day immediately following the date hereof), SPAC Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Form 8-K”), reporting disclosing, to the extent not previously disclosed, (a) the material terms of this Agreement and of the transactions contemplated hereby and (b) any other material, nonpublic material non-public information that SPAC the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession the filing of any material, nonpublic information received from SPAC or any of its officers, directors or employees. the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC The Company agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACthe Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACthe Company, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 1211, in connection with the transactions contemplated by this Agreement. The Sponsor and the Company acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any material non-public information received from the Sponsor, the Company, or any person acting on behalf of either.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, GPAC II shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file (to with the extent that it has not already filed) U.S. Securities and Exchange Commission a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC GPAC II, the Sponsor or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. GPAC II shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC GPAC II, the Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC GPAC II agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACGPAC II’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACGPAC II, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time on the one business day immediately following the date hereof)after execution of this Agreement, SPAC HCVI will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filingAgreement. Upon such filing, to SPAC’s knowledgethe knowledge of HCVI and the Sponsor, Investor shall not be in possession of any material, nonpublic information of HCVI received from SPAC any of HCVI, the Sponsor or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC HCVI agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACHCVI’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACHCVI, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. HCVI shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that HCVI has provided to the Investor at any time prior to the filing of the Disclosure Document.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC TGVC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC TGVC agrees that the name of each Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor Each Investor: (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACTGVC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACTGVC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. TGVC shall, by 9:30 a.m., Eastern Time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that TGVC has provided to the Investors at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to TGVC’s knowledge, Investors shall not be in possession of any material, nonpublic information received from TGVC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filingfiling (if applicable). Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 1211, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1211, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time time, on the business day immediately following the date hereof)after execution of this Agreement, SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of Agreement, the transactions contemplated hereby and any other material, nonpublic non-public information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic material non-public information received from SPAC or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, she or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. SPAC shall, by 5:00 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K disclosing, to the extent not previously publicly disclosed, any other material, non-public information that SPAC has provided to Investor at any time prior to such filing.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), SPAC TGVC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC TGVC agrees that the name of each Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor Each Investor: (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACTGVC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction transactions contemplated by this Agreement, including any potential business combination involving SPACTGVC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. TGVC shall, by 9:30 a.m. Eastern Time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that TGVC has provided to the Investors at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to TGVC’s knowledge, Investors shall not be in possession of any material, nonpublic information received from TGVC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC WNNR will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filingAgreement. Upon such filing, to SPAC’s knowledgethe knowledge of WNNR and the Sponsor, Investor shall not be in possession of any material, nonpublic information received from SPAC any WNNR, the Sponsor or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC WNNR agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACWNNR’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACWNNR, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is the Sponsor are relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. WNNR shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that WNNR has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to WNNR’s knowledge, Investor shall not be in possession of any material, nonpublic information received from WNNR or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement by all parties, SPAC XXXX will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Form 8-K”), reporting disclosing, to the extent not previously publicly disclosed, (a) all material terms of this Agreement and of the transactions contemplated hereby and (b) any other material, nonpublic material non-public information that SPAC the Sponsor, XXXX, or any person acting on behalf of either has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession the filing of any material, nonpublic information received from SPAC or any of its officers, directors or employees. the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of Investor (and, for the avoidance of doubt, any affiliate thereof) shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s XXXX’x officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACXXXX, including without limitation, any claims arising under Rule 10-b(5) of 10b-5 under the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor and XXXX acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any material non-public information received from the Sponsor, XXXX, or any person acting on behalf of either.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC Acropolis will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filinghereby. Upon such filing, to SPACthe Company’s and Sponsor’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC the Sponsor or the Company or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Acropolis agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACAcropolis’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACAcropolis, including without limitation, any claims arising under Section 10(b) and Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. Acropolis shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that Acropolis has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to Acropolis’s knowledge, Investor shall not be in possession of any material, nonpublic information received from Acropolis or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC APSG II will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filinghereby. Upon such filing, to SPACthe Company’s and Sponsor’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC the Sponsor or the Company or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC AXXX XX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACAPSG II’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACAPSG II, including without limitation, any claims arising under Rule 10-b(5Section 10(b) and Rule10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. APSG II shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that APSG II has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to APSG II’s knowledge, Investor shall not be in possession of any material, nonpublic information received from APSG II or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time time, on the business day immediately following the date hereof)after execution of this Agreement, SPAC Banyan will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of Agreement, the transactions contemplated hereby and any other material, nonpublic non-public information that SPAC Banyan has provided to Investor at any time prior to such filing. Upon such filing, to SPACBxxxxx’s knowledge, Investor shall not be in possession of any material, nonpublic material non-public information received from SPAC Banyan or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Bxxxxx agrees that the name of Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, she or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACBanyan’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACBanyan, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. Banyan shall, by 5:00 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K disclosing, to the extent not previously publicly disclosed, any other material, non-public information that Bxxxxx has provided to Investor at any time prior to such filing.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time time, on the business day immediately following after execution of this Agreement (such date and time, the date hereof“Disclosure Time”), SPAC Cactus will issue one or more press releases or file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC Cactus, Sponsor, or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to such filingthe Disclosure Time. Upon such filingCactus shall make sure disclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, material nonpublic information received from SPAC Cactus, Sponsor, or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Xxxxxx agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s Cactus’ officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACCactus, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC TWNI will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC TXXX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACTWNI’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACTWNI, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. TWNI shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that TWNI has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to TWNI’s knowledge, Investor shall not be in possession of any material, nonpublic information received from TWNI or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC BFAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting reporting, to the extent not previously publicly disclosed, the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC BFAC agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Insider may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Insider or any of SPACBFAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACBFAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Insider is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. BFAC shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that BFAC has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 12, to BFAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from BFAC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC KCGI will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC KCGI agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACKCGI’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACKCGI, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. KCGI shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby. Upon the issuance of the Disclosure Document, to KCGI’s knowledge, Investor shall not be in possession of any material, nonpublic information received from KCGI or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC HAIA will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of Agreement, the transactions contemplated hereby and any other material, nonpublic non-public information that SPAC HAIA has provided to Investor at any time prior to such filing. Upon such filing, to SPACSponsor’s and XXXX’x knowledge, Investor shall not be in possession of any material, nonpublic material non-public information received from SPAC Sponsor, HAIA or any of its officers, directors or employees. .. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACHAIA’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACHAIA, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. HAIA shall, by 9:30 a.m., New York City time, by the fourth business day immediately following the date of the Meeting, file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that HAIA has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to HAIA’s knowledge, Investor shall not be in possession of any material, nonpublic information received from HAIA or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), SPAC VHAQ will file all required disclosures required to comply with the rules and guidance promulgated by the SEC with respect to the Rule 14e-5 prohibition of purchases outside a tender offer, including, but not limited to, all requirements set forth in Compliance and Disclosure Interpretation 166.01 and (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange ActAct reporting, reporting to the extent not previously publicly disclosed, the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC VXXX agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation rule, regulation, or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s VHAQ’S officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACVHAQ, including including, without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC is the Sponsor and Company are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. VHAQ shall, by 9:30 a.m., New York City time, no later than the first business day immediately following the execution of this Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that VHAQ has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 13, to VHAQ’S knowledge, Investor shall not be in possession of any material, nonpublic information received from VHAQ or any of its officers, directors, or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC Altitude will file all required disclosures required to comply with the rules and guidance promulgated by the SEC with respect to the Rule 14e-5 prohibition of purchases outside a tender offer, including, but not limited to, all requirements set forth in Compliance and Disclosure Interpretation 166.01 and (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange ActAct reporting, reporting to the extent not previously publicly disclosed, the material terms of this Agreement Agreement. Such Form 8-K shall disclose that certain parties to non-redemption agreements intend to purchase additional Public Shares on the open market and that such purchases will be made at or below the Redemption Price and that such parties shall not vote such purchased shares in favor of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesExtension. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Altitude agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACAltitude’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACAltitude, including including, without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC is the Sponsor and Company are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. Altitude shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that Altitude has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 13, to Altitude’s knowledge, Investor shall not be in possession of any material, nonpublic information received from Altitude or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC WNNR will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC WNNR agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACWNNR’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACWNNR, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is the Sponsor are relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. WNNR shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that WNNR has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to WNNR’s knowledge, Investor shall not be in possession of any material, nonpublic information received from WNNR or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC SK Growth will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC SK Growth agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC SK Growth, the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACSK Growth’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACSK Growth, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC SK Growth, the Sponsor is relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1210, in connection with the transactions contemplated by this Agreement. SK Growth shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that SK Growth has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to SK Growth’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SK Growth or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, ExcelFin shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue one or more press releases or file (to with the extent that it has not already filed) United States Securities and Exchange Commission a Current Report on Form 8-K under disclosing, to the Exchange Actextent not previously publicly disclosed, reporting the all material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC ExcelFin has provided to Investor at any time prior to such filingthe Disclosure Time. Upon such filingExcelFin shall make sure disclosures to insure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC ExcelFin, Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC ExcelFin agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACExcelFin’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACExcelFin, including without limitation, any claims arising under Rule 10-b(5) of the Securities Exchange ActAct of 1934, as amended; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement by all parties, SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Form 8-K”), reporting disclosing, to the extent not previously publicly disclosed, (a) all material terms of this Agreement and of the transactions contemplated hereby and (b) any other material, nonpublic material non-public information that SPAC the Sponsor, SPAC, or any person acting on behalf of either has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession the filing of any material, nonpublic information received from SPAC or any of its officers, directors or employees. the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor (and, for the avoidance of doubt, any affiliate thereof) shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) of 10b-5 under the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor and SPAC acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any material non-public information received from the Sponsor, SPAC, or any person acting on behalf of either.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC DHC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC DHC agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACDHC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACDHC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. DHC shall, by 5:00 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, non-public information that DHC has provided to Investor at any time prior to the filing of the Disclosure Document provided that the Sponsor assigns to Investor the Assigned Securities in accordance with this Agreement. Upon the issuance of the Disclosure Document, to DHC’s knowledge, Investor shall not be in possession of any material, non-public information received from DHC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time time, on the business day immediately following the date hereof)after execution of this Agreement, SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of Agreement, the transactions contemplated hereby and any other material, nonpublic non-public information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic material non-public information received from SPAC or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor or any of its affiliates or investment advisors shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, she or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. SPAC shall, by 5:00 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K disclosing, to the extent not previously publicly disclosed, any other material, non-public information that SPAC has provided to Investor at any time prior to such filing.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time time, on the business day immediately following after the date hereofof this Agreement (such date and time, the “Disclosure Time”), SPAC Cactus will issue one or more press releases or file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC Cactus, Sponsor, or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to such filingthe Disclosure Time. Upon such filingCactus shall make sure disclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, material nonpublic information received from SPAC Cactus, Sponsor, or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Xxxxxx agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s Cactus’ officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACCactus, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting reporting, to the extent not previously publicly disclosed, the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC the Company agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Insider may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Insider or any of SPACthe Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACthe Company, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Insider is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. the Company shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 12, to the Company’s knowledge, Investor shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC BFAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting reporting, to the extent not previously publicly disclosed, the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC BFAC agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACBFAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACBFAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. BFAC shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that BFAC has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 12, to BFAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from BFAC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. SPAC shall, by 5:30 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, non-public information that SPAC has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, SUAC shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file (to with the extent that it has not already filed) U.S. Securities and Exchange Commission a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC SUAC, the Sponsor or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. SUAC shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC SUAC, the Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC SUAC agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to Investor; the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACSUAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACSUAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC TWOA will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting reporting, to the extent not previously publicly disclosed, the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC TWOA agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACTWOA’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACTWOA, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. TWOA shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that TWOA has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to TWOA’s knowledge, Investor shall not be in possession of any material, nonpublic information received from TWOA or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, SUAC shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file (to with the extent that it has not already filed) U.S. Securities and Exchange Commission a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC SUAC, the Sponsor or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. SUAC shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC SUAC, the Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC SUAC agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACSUAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACSUAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC BHAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC BHAC and NewCo may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC BHAC, NewCo or any of SPACBHAC’s or NewCo’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is BHAC and NewCo are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. BHAC shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that BHAC has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to BHAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from BHAC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC DHC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC DHC agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACDHC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACDHC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. DHC shall, by 5:00 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, non-public information that DHC has provided to Investor at any time prior to the filing of the Disclosure Document provided that the Sponsor assigns to Investor the Assigned Securities in accordance with this Agreement. Upon the issuance of the Disclosure Document, to DHC’s knowledge, Investor shall not be in possession of any material, non-public information received from DHC or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), SPAC CNDB will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC CNDB has provided to Investor at any time prior to such filing. Upon such filing, to SPACCNDB’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC CNDB or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC CNDB agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACCNDB’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACCNDB, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC HCVI will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filingAgreement. Upon such filing, to SPAC’s knowledgethe knowledge of HCVI and the Sponsor, Investor shall not be in possession of any material, nonpublic information of HCVI received from SPAC any of HCVI, the Sponsor or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC HCVI agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACHCVI’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACHCVI, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. HCVI shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that HCVI has provided to the Investor at any time prior to the filing of the Disclosure Document.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), SPAC Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC the Company has provided to the Investor at any time prior to such filing. Upon such filing, to SPACthe Company’s knowledge, the Investor shall not be in possession of any material, nonpublic information received from SPAC the Company or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC The Company agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Company may possess or have access to material non-public information which that has not been communicated to the Investor; (ii) so long as SPAC the Company complies with the reporting requirements of this Section 1213, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Company or any of SPACthe Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination Business Combination involving SPACthe Company, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is the Company and Sponsor are relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), SPAC PRLH will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC PRLH has provided to Investor at any time prior to such filing. Upon such filing, to SPACPRLH’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC PRLH or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC PXXX agrees that the name of Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC or any of SPACPRLH’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACPRLH, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC is relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC MITA will file all required disclosures required to comply with the rules and guidance promulgated by the SEC with respect to the Rule 14e-5 prohibition of purchases outside a tender offer, including, but not limited to, all requirements set forth in Compliance and Disclosure Interpretation 166.01 and (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange ActAct reporting, reporting to the extent not previously publicly disclosed, the material terms of this Agreement Agreement. Such Form 8-K shall disclose that certain parties to non-redemption agreements intend to purchase additional Public Shares on the open market and that such purchases will be made at or below the Redemption Price and that such parties shall not vote such purchased shares in favor of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesExtension. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC MXXX agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Insider may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Insider or any of SPACMITA’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACMITA, including including, without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC is the Insider and Company are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. MXXX shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that MXXX has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 13, to MITA’s knowledge, Investor shall not be in possession of any material, nonpublic information received from MITA or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on after execution of this Agreement, the business day immediately following the date hereof), SPAC Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filingAgreement. Upon such filing, to SPAC’s knowledgethe knowledge of the Company and the Sponsor, Investor shall not be in possession of any material, nonpublic information received from SPAC the Company, the Sponsor or any of its their respective officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC The Company agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACthe Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACthe Company, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Company shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the Company’s knowledge, Investor shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC HH&L will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC HH&L agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACHH&L’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACHH&L, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. HH&L shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that HH&L has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to HH&L’s knowledge, Investor shall not be in possession of any material, nonpublic information received from HH&L or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), SPAC ARRW will file all required disclosures required to comply with the rules and guidance promulgated by the SEC with respect to the Rule 14e-5 prohibition of purchases outside a tender offer, including, but not limited to, all requirements set forth in Compliance and Disclosure Interpretation 166.01 and (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange ActAct reporting, reporting to the extent not previously publicly disclosed, the material terms of this Agreement. Such Form 8-K shall disclose that the counter-party to this Agreement intends to purchase Public Shares on the open market and that such purchase will be made at or below the Redemption Price and that such parties shall not vote such purchased shares in favor of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesExtension. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation rule, regulation, or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACARRW’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACARRW, including including, without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC is the Sponsor and Company are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. ARRW shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that ARRW has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 13, to ARRW’s knowledge, Investor shall not be in possession of any material, nonpublic information received from ARRW or any of its officers, directors, or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC APSG II will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC AXXX XX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACAPSG II’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACAPSG II, including without limitation, any claims arising under Rule 10-b(5Section 10(b) and Rule10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement. APSG II shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that APSG II has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to APSG II’s knowledge, Investor shall not be in possession of any material, nonpublic information received from APSG II or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m., New York City time time, on the business day immediately following after the date hereofof this Agreement (such date and time, the “Disclosure Time”), SPAC Cactus will issue one or more press releases or file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC Cactus, Sponsor, or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to such filingthe Disclosure Time. Upon such filingCactus shall make sure disclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, material nonpublic information received from SPAC Cactus, Sponsor, or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Cactus agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPAC’s Cactus’ officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACCactus, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and As soon as practicable, but in any no event not later than 9:30 a.m.one business day, New York City time on the business day immediately following the date hereof)after execution of this Agreement, SPAC Banyan will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, Act reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesAgreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC Bxxxxx agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, she or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACBanyan’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACBanyan, including without limitation, any claims arising under Rule 10-b(5) 10b-5 of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. Banyan shall, by 5:00 p.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, non-public information that Banyan has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to Bxxxxx’s knowledge, Investor shall not be in possession of any material non-public information received from Banyan or any of its officers, directors or employees.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, SHAP shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file (to with the extent that it has not already filed) U.S. Securities and Exchange Commission a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC SHAP, the Sponsor or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. SHAP shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC SHAP, the Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACSHAP’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACSHAP, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, APTM shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file (to with the extent that it has not already filed) U.S. Securities and Exchange Commission a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC APTM, Mercury Capital or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. APTM shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC APTM, Mercury Capital or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC APTM agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC Mercury Capital may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC Mercury Capital or any of SPACAPTM’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACAPTM, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC Mercury Capital is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), SPAC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Exchange Act, reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC agrees that the name of Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC may possess or have access to material non-public information which has not been communicated to Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 1211, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC or any of SPAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPAC, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC is relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement and waiver in this Section 1211, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than agreement, SVII shall, by 9:30 a.m., New York City time time, on the business day immediately following the date hereofhereof (such date and time, the “Disclosure Time”), SPAC will issue on or more press releases or file (to with the extent that it has not already filed) U.S. Securities and Exchange Commission a Current Report on Form 8-K under the Exchange Act, reporting the disclosing all material terms of this Agreement and of the transactions contemplated hereby and any other material, material nonpublic information that SPAC SVII, the Sponsor or any of their respective officers, directors, employees or representatives has provided to Investor at any time prior to the Disclosure Time. SVII shall make such filing. Upon such filingdisclosures to ensure that, to SPAC’s knowledgeas of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from SPAC SVII, the Sponsor or any of its their respective officers, directors directors, employees or employeesrepresentatives. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC SVII agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACSVII’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACSVII, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 1213, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into As soon as practicable after execution of this agreement Agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), SPAC BLEU will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that SPAC BLEU has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC XXXX agrees that the name of Investor the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACBLEU’s officers, directors, senior advisors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACBLEU, including without limitation, any claims arising from Rule 10b-5 under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Disclosure; Waiver. In connection with the entry into this agreement (and in any event not later than 9:30 a.m.agreement, New York City time on the business day immediately following the date hereof), SPAC BFAC will file all required disclosures required to comply with the rules and guidance promulgated by the SEC with respect to the Rule 14e-5 prohibition of purchases outside a tender offer, including, but not limited to, all requirements set forth in Compliance and Disclosure Interpretation 166.01 and (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting reporting, to the extent not previously publicly disclosed, the material terms of this Agreement Agreement. Such Form 8-K shall disclose that certain parties to non-redemption agreements intend to purchase additional Public Shares on the open market and that such purchases will be made at or below the Redemption Price and that such parties shall not vote such purchased shares in favor of the transactions contemplated hereby and any other material, nonpublic information that SPAC has provided to Investor at any time prior to such filing. Upon such filing, to SPAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from SPAC or any of its officers, directors or employeesExtension. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. SPAC BFAC agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, rule, regulation or stock exchange rule. The Investor (i) acknowledges that SPAC the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) so long as SPAC complies with the reporting requirements of this Section 12, hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against SPAC the Sponsor or any of SPACBFAC’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving SPACBFAC, including including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that SPAC the Sponsor is relying on the truth of the representations set forth in Section 2 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. BFAC shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information that BFAC has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document or the initial Form 8-K referred to in the first sentence of this Section 12, to BFAC’s knowledge, Investor shall not be in possession of any material, nonpublic information received from BFAC or any of its officers, directors or employees.