Common use of Press Releases; Publicity Clause in Contracts

Press Releases; Publicity. NextGen shall, by 5:30 p.m., New York City time, on or before the business day immediately following the date of this Subscription Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, the PIPE Investment, all material terms of the Transaction and any other material, non-public information that NextGen has provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure Document, the Investor shall not be in possession of any material, non-public information received from NextGen, the Company or any of their agents, officers, directors or employees and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with NextGen or any of its affiliates or agents relating to the transactions contemplated by this Subscription Agreement. All press releases, marketing materials or other public communications or disclosures relating to the transactions contemplated hereby between NextGen and the Investor, and the method of the release for publication thereof, shall be subject to the prior written approval of (i) NextGen, and (ii) to the extent such press release or public communication or disclosure of the name of the Investor or any of its affiliates or investment advisers, the Investor; provided that neither NextGen nor the Investor shall be required to obtain consent pursuant to this Section 12 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 12. The restriction in this Section 12 shall not apply to the extent the public announcement or disclosure is required by applicable securities law (including in connection with the Registration Statement), any governmental authority or stock exchange rule; provided that in such an event, the applicable party shall consult with the other party in advance as to its form, content and timing.

Press Releases; Publicity. NextGen Pagaya shall, by 5:30 p.m.9:00 a.m., New York City time, on or before the business day immediately following the date of this Subscription Agreement, cause SPAC to issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, the PIPE InvestmentSubscription Amount, all material terms of the Transaction and any other material, non-public information that NextGen has SPAC, Pagaya or any of their officers, directors, employees or agents (including Placement Agents) have provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure Document, the Investor shall not be in possession of any material, non-public information received from NextGenSPAC, the Company Pagaya or any of their agents, officers, directors or employees and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with NextGen or any of its affiliates or agents relating to the transactions contemplated by this Subscription Agreementemployees. All press releases, marketing materials or other public communications or disclosures relating to the transactions contemplated hereby between NextGen Pagaya and the Investor, and the method of the release for publication thereof, shall be subject to the prior written approval of (ia) NextGenPagaya, and (iib) to the extent such press release or public communication or disclosure of the name of references the Investor or any of its affiliates or investment advisersadvisors by name, the InvestorInvestor which approval shall not be unreasonably withheld, conditioned or delayed; provided that neither NextGen Pagaya nor the Investor shall be required to obtain consent pursuant to this Section 12 11 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 1211. The restriction in this Section 12 11 shall not apply to the extent the public announcement or disclosure is required by applicable securities law (including in connection with the Registration Statement), any governmental authority Governmental Entity or stock exchange rule; provided that in such an event, unless prohibited by law, rule or regulation, the applicable disclosing party shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing.

Press Releases; Publicity. NextGen shall, by 5:30 p.m.9:00 a.m., New York City time, on or before the business day immediately following the date of this Subscription Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, the PIPE Investment, all material terms of the Transaction and any other material, non-public information that NextGen has provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure Document, the Investor shall not be in possession of any material, non-public information received from NextGen, the Company or any of their agents, officers, directors or employees and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with NextGen or any of its affiliates or agents relating to the transactions contemplated by this Subscription Agreement. Except with the express written consent of the Investor and unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information, NextGen shall not, and shall cause its officers, directors, employees and agents, not to, provide the Investor with any material, non-public information regarding NextGen or the Transaction from and after the filing of the Disclosure Document. All press releases, marketing materials or other public communications or disclosures relating to the transactions contemplated hereby between NextGen and the Investor, and the method of the release for publication thereof, shall be subject to the prior written approval of (i) NextGen, and (ii) the Investor to the extent such press release or public communication or disclosure of the name of the Investor or any of its affiliates or investment advisers, the Investor; provided that neither NextGen nor the Investor shall not be required to obtain consent pursuant to this Section 12 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 12. The restriction in this Section 12 shall not apply to the extent the public announcement or disclosure is required by applicable securities law (including in connection with the Registration Statement), any governmental authority or stock exchange rule; provided that in such an event, the applicable party NextGen shall consult with the other party Investor in advance as to its form, content and timing.

Press Releases; Publicity. NextGen eToro shall, by 5:30 p.m.9:00 a.m., New York City time, on or before the first (1st) business day immediately following the date of this Subscription Agreement, cause FTV to issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, the PIPE Investment, all material terms of the Transaction and any other material, non-public information that NextGen has eToro, FTV or any of their officers, directors, employees or agents (including Placement Agents) have provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure Document, the Investor shall not be in possession of any material, non-public information received from NextGeneToro, the Company FTV or any of their agents, officers, directors or employees and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with NextGen eToro, FTV or any of its their affiliates or agents relating to the transactions contemplated by this Subscription Agreement. All press releases, marketing materials or other public communications or disclosures relating to the transactions contemplated hereby between NextGen eToro and the Investor, and the method of the release for publication thereof, shall be subject to the prior written approval of (ia) NextGeneToro, and (iib) to the extent such press release or public communication or disclosure of the name of references the Investor or any of its affiliates or investment advisersadvisers by name, the Investor; provided that neither NextGen nor the Investor shall be required to obtain consent pursuant to this Section 12 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 12. The restriction in this Section 12 11 shall not apply to the extent the public announcement or disclosure is required by applicable securities law (including in connection with the Registration Statement), any governmental authority Governmental Entity or stock exchange rule; provided that in such an event, unless prohibited by law, rule or regulation, the applicable disclosing party shall provide the Investor with prior written notice (including by email) of such disclosure and shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing.