Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Parent waives and shall not assert, and agrees after the Closing to cause the Company and its Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder of the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer

Attorney-Client Privilege. Parent waives and the Surviving Corporation understand and agree that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall not assert, and agrees after have the Closing right to cause assert the attorney/client privilege as to pre-closing communications between any member of the Company and its Affiliates to waive and to not assertGroup or DLQ Parent (for the Company Group, any attorney-client privilege only with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) pre-closing communications), on one hand, and any stockholder its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the Company who enters into a Support files generated and Standstill Agreement or the Company or any Company Subsidiary made maintained by PCHS in connection with the negotiationrepresentation by PCHS of the Company with respect to this Agreement, preparation, execution, delivery or performance of a Support and Standstill Agreement the Additional Agreements or the Registration Rights Agreement, it being transactions contemplated hereby shall remain the intention exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the Parties representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that all rights (i) DLQ Parent is not waiving, and will not be deemed to such have waived or diminished, any of its attorney work product protections, attorney-client privilege privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control such attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule)Group; provided that communications between ST&B and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company or any Company Subsidiary that do not pertain Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the negotiation, preparation, execution, delivery or performance servers of such shall pass to the Company, the Company Subsidiaries Group, and Parent. IN WITNESS WHEREOF(y) download a digital copy all such emails, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officerinformation and/or materials.

Attorney-Client Privilege. Parent waives and shall not assertAll communications involving attorney-client privilege between Skyline or Skyline Members (collectively, the “Company Securityholders”), on the one hand, and agrees their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Closing to cause Effective Time, (a) the Company Securityholders and its their Affiliates to waive (and to not assert, any the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder Xxxxxx PC in respect of such engagement constitute property of the Company who enters into a Support and Standstill Agreement or client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights to such attorney-client privilege communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to control such any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege shall be retained to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such stockholders (andthird party; provided, if requested by Parenthowever, that Skyline or Surviving Company may be waived on behalf of all not waive such stockholders by privilege without the stockholders set forth on Section 9.20 prior written consent of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerMember Representative.

Attorney-Client Privilege. Parent waives and shall not assertAll communications prior to the Closing between or among any of the Legacy Health Entities, and agrees after any of the Closing to cause attorneys or law firms representing any of the Company and its Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP Legacy Health Entities (the “ST&BAttorneys”) and any stockholder of the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, execution and delivery or performance of a Support this Agreement and Standstill Agreement or the Registration Rights Agreement, it being the intention consummation of the Parties that all rights Transactions (the “Privileged Communications”) shall be deemed to such be attorney-client privileged and the expectation of client confidence relating thereto shall not pass to or be claimed by OHSU or any of its Affiliates from and after the Closing. Accordingly, neither OHSU nor its Affiliates shall have access to any Privileged Communications or to the files of any of the Attorneys. Without limiting the generality of the foregoing, from and after the Closing, (i) Legacy Health Foundation shall be the sole holder of the attorney-client privilege with respect to the Privileged Communications, (ii) to the extent that files of any of the Attorneys constitute property of any of the Legacy Health Entities, only Legacy Health Foundation shall hold such property rights and (iii) none of the Attorneys shall have any duty whatsoever to control such reveal or disclose the Privileged Communications or files to OHSU or any of its Affiliates by reason of any attorney-client relationship between or among any of the Legacy Health Entities and any of the Attorneys. Notwithstanding the foregoing, in the event that a dispute arises between OHSU or any of its Affiliates, on the one hand, and a third party other than Legacy Health Foundation, on the other hand, OHSU or any of its Affiliates may assert the attorney-client privilege to prevent disclosure of the Privileged Communications to such third party; provided, however, that neither OHSU nor its Affiliates may waive such privilege without the prior written consent of Legacy Health Foundation. In the event that OHSU or any of its Affiliates is legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by Legal Requirements, then OHSU shall be retained by such stockholders promptly (and, if requested by Parentin any event, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided within 3 business days) notify Legacy Health Foundation in writing so that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerLegacy Health Foundation can seek a protective order.

Attorney-Client Privilege. Parent, Merger Sub and the Company understand and agree that the Company Stockholders will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent waives and shall not assert, and agrees after the Closing to cause or the Company and its Affiliates the Company Stockholders concerning this Agreement, the Related Agreements or the transactions contemplated hereby, notwithstanding PCHS’s prior representation of the Company and so long as PCHS’s representation of the Company Stockholders is consistent with any rules of professional conduct applicable to waive PCHS. Notwithstanding the Merger, Parent and the Company agree that neither the Company nor Parent shall have the right to not assert, any assert the attorney-client privilege as to pre-Closing communications between the Company Stockholders or the Company (for the Company, only with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP pre-Closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Related Agreements or the transactions contemplated hereby (the “ST&BPrivileged Communications”) and any stockholder of ). Except as set forth herein, the parties agree that only the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights Stockholders shall be entitled to assert such attorney-client privilege in connection with Privileged Communications following the Closing. For the avoidance of doubt, the parties further acknowledge and agree that the Privileged Communications do not include communications between the Company Stockholders or the Company, on the one hand, and PCHS, on the other hand, relating to control such general business matters of the Company or Company Stockholders and which are unrelated to this Agreement, the Related Agreements or the transactions contemplated hereby. Notwithstanding the foregoing, in the event a dispute arises between Parent or the Company, on the one hand, and a third party, on the other hand, Parent or the Company may assert the attorney-client privilege shall be retained by to prevent the disclosure of the Privileged Communications to such stockholders (andthird party; provided, if requested by Parent, that none of Parent or the Company may be waived on behalf of all waive such stockholders by privilege without the stockholders set forth on Section 9.20 prior written consent of the Company Disclosure ScheduleStockholders. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Related Agreements or the transactions contemplated hereby shall remain the exclusive property of the Company Stockholders. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company on any other matter (if any); provided that communications between ST&B , remain the exclusive property of the Company and shall be promptly delivered to Parent immediately upon request at any time after the Closing. Parent and the Company further acknowledge and agree that (i) the Company Stockholders are not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company; and (ii) they shall provide the Company Subsidiary that do not pertain Stockholders reasonable access during normal business hours to such emails, information and/or materials located on the negotiationservers of the Company and permit the Company Stockholders to (x) remove such emails, preparation, execution, delivery or performance information and/or materials from the servers of such shall pass to the Company, and (y) download a digital copy all such emails, information and/or materials. In Witness Whereof, Parent, Merger Sub, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub Company Stockholders have caused this Agreement to be signed by their respective officers thereunto duly authorized signed, all as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICESFULGENT GENETICS, INC. By: /s/ Xxxx X. Xxxxxxxx Xxx Name: Xxxx X. Xxxxxxxx Xxx Title: President and Chief Executive Financial Officer SEAHAWK FG MERGER SUB 1SUB, INC. By: /s/ Xxxx X. Xxxxxxxx Xxx Name: Xxxx X. Xxxxxxxx Xxx Title: President 261461405 v16 In Witness Whereof, Parent, Merger Sub, the Company and Chief Executive Officer SEAHAWK MERGER SUBthe Company Stockholders have caused this Agreement to be signed, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3all as of the date first written above. FULGENT PHARMA HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxxxxx Xxxxx Title: President and Chief Executive OfficerOfficer [Signature Page to Agreement and Plan of Merger] In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. COMPANY STOCKHOLDERS: _/s/ Xxxx Xxxxx________________________________ Xxxx Xxxxx, solely for purposes of Section 2.4, Section 5.5, Article VI, Section 7.8 and Section 7.14 XXXXX FAMILY DYNASTY TRUST, DATED JANUARY 27, 2010, solely for purposes of Section 2.4, Section 5.5, Article VI, Section 7.8 and Section 7.14 By: South Dakota Trust Company Its: Trustee By: /s/Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Trust Officer [Signature Page to Agreement and Plan of Merger] ANNEX A CERTAIN DEFINED TERMS

Attorney-Client Privilege. Parent waives and shall not assertAll communications between a Company Seller, its Affiliates or the Company, on the one hand, and agrees after Xxxxxxxx & Xxxxx LLP, on the Closing other, that are attorney-client privileged and that solely relate to cause the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby shall be deemed to be attorney-client confidence and communications that belong solely to the Company Sellers and its their Affiliates, and not that of the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative. Absent the written consent of Stockholder Representative, neither Parent, the Surviving Corporation or any of their Affiliates to waive and to not assert, or any Person acting on their behalf shall assert that the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder of the Company who enters into a Support and Standstill Agreement or related to the Company or any Company Subsidiary made Merger was waived due to the transfer of attorney-client privileged material after the Closing (either because they were included in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention computer server(s) of the Parties Surviving Corporation or were otherwise within the records of the Surviving Corporation after the Closing). Notwithstanding the foregoing, in the event that all rights to such a dispute arises between Parent or its Affiliates (including the Surviving Corporation), on the one hand, and a third party, on the other hand, Parent and its Affiliates (including the Surviving Corporation) may assert the attorney-client privilege and to control prevent disclosure of confidential communications to such attorney-client third party; provided, however, that neither Parent nor any of its Affiliates (including the Surviving Corporation) may waive such privilege without the prior written consent of the Stockholder Representative, which consent shall not be retained unreasonably withheld, conditioned or delayed. In the event that Parent or any of its Affiliates (including the Surviving Corporation) is legally required by such stockholders (and, if requested by Parent, may be waived on behalf an Order or otherwise legally required to access or obtain a copy of all such stockholders by the stockholders set forth on Section 9.20 or a portion of the Company Disclosure Schedule); provided privileged communications, to the extent (a) permitted by applicable Law and (b) advisable in the Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. opinion of Xxxxxx’s counsel, Parent shall notify the Stockholder Representative in writing so that communications between ST&B and the Stockholder Representative can seek a protective order (at the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries Sellers’ sole cost and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officerexpense).

Attorney-Client Privilege. Parent waives and shall not assertAll communications involving attorney-client privilege between ID or ID Member (collectively, the “Company Security holders”), on the one hand, and agrees their respective counsels, including, but not limited to, Sessine Feron, Attorneys at Law, Insigne PC and Tax Counsel: Xxxxx Tax Law PC (collectively “Pre-Merger Counsel”) on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such ID Member (and not ID). Accordingly, neither ID nor the Surviving Company shall have access to any such communications, or to the files of Pre-Merger Counsel relating to such engagement. Without limiting the generality of the foregoing, upon and after the Closing to cause Effective Time, (a) the Company ID Member (and its Affiliates to waive and to not assert, any the Surviving Company) shall be the sole holder of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP such engagement, and neither ID or the Surviving Company shall be a holder thereof, (“ST&B”b) and any stockholder to the extent that files of Pre-Merger Counsel in respect of such engagement constitute property of the Company who enters into a Support client, only the ID Member (and Standstill Agreement not ID or the Company Surviving Corporation) shall hold such property rights and (c) Pre-Merger Counsel shall have no duty whatsoever to reveal or disclose any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights to such attorney-client privilege communications or files to any member of ID or the Surviving Company by reason of any attorney-client relationship between Pre-Merger Counsel and ID or otherwise; provided that the foregoing shall not extend to control such any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the ID Member and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, ID or the Surviving Company may assert the attorney-client privilege shall be retained to prevent disclosure of confidential communications by Pre-Merger Counsel to such stockholders (andthird party; provided, if requested by Parenthowever, that ID or Surviving Company may be waived on behalf of all not waive such stockholders by privilege without the stockholders set forth on Section 9.20 prior written consent of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerID.

Attorney-Client Privilege. Parent Buyer waives and shall not assert, and agrees after the Closing to cause the Company and its Affiliates to waive and to not assert, any attorney-client privilege with respect to any all communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) Prior Company Counsel and any stockholder of Designated Person that relate to the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the negotiation, preparation, execution, delivery or performance of a Support Company and Standstill Agreement or the Registration Rights Agreementtheir respective Affiliates, it being the intention of the Parties parties hereto that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Holder Representative. Furthermore, Buyer acknowledges and agrees that any advice given to or communication with any of the Designated Persons (other than the Company and its Subsidiaries) that relate to the Current Representation shall not be subject to any joint privilege (whether or not the Company or one more of its Subsidiaries also received such stockholders advice or communication) and shall be owned solely by such Designated Persons (andother than the Company and its Subsidiaries). Portions of the books and records of the Company containing any such privileged communications shall be excluded from the purchase, if requested by Parentand the Holder Representative shall cause such privileged communications to be separated or, may be waived to the extent not capable of being separated from the books and records, redacted from the books and records of the Company and distributed to the Holder Representative (on behalf of all the applicable Designated Persons) immediately prior to the Closing with no copies of such stockholders privileged communications retained by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any of its Subsidiaries, provided that, for the avoidance of doubt, the remaining portions of the books and records of the Company Subsidiary that do not pertain constitute such privileged communications may be retained by the Company and/or its Subsidiaries. The parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement this Section 12.17. Buyer hereby acknowledges that it has had the negotiation, preparation, execution, delivery or performance opportunity (including on behalf of such shall pass to its Affiliates and the Company) to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Subsidiaries Counsel. This Section 12.17 shall be irrevocable, and Parent. IN WITNESS WHEREOFno term of this Section 12.17 may be amended, waived or modified, without the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as prior written consent of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President Holder Representative and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President its Affiliates and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerPrior Company Counsel affected thereby.

Attorney-Client Privilege. Parent waives All communications between Sellers, Shareholders, and their respective Affiliates and Representatives (collectively, the “Seller Group”), on the one hand, and Mamo TCV Advocates or Sxxxx & Wxxxxx L.L.P., on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Seller Group and shall not assertpass to or be claimed by Buyer. Accordingly, Buyer shall not at any time have access to any Privileged Communications or to the files of Mamo TCV Advocates (or any successor) or Sxxxx & Wxxxxx L.L.P. (or any successor) (each, a “Seller Group Law Firm”). Without limiting the generality of the foregoing, from and agrees after the Closing to cause Closing, (a) the Company Seller Group (and its Affiliates to waive and to not assert, any Buyer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and Buyer shall not be a holder thereof, (b) to the extent that files of any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder Seller Group Law Firm in respect of such engagement constitute property of the Company who enters into a Support client, only the Seller Group (and Standstill Agreement not Buyer) shall hold such property rights, and (c) each Seller Group Law Firm shall have no duty whatsoever to reveal or the Company or disclose any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance Privileged Communications to Buyer by reason of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights to such any attorney-client privilege relationship between such Seller Group Law Firm and to control such attorney-client privilege any Seller or Shareholder or otherwise. This Section 10.13 is intended for the benefit of, and shall be retained by such stockholders (andenforceable by, if requested by Parenteach Seller Group Law Firm. This Section shall be irrevocable, and no term of this Section may be amended, waived on behalf or modified, without the prior written consent of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerSeller Group Law Firm.

Attorney-Client Privilege. Parent waives Each of the Parties acknowledges and shall not assertagrees, on its own behalf and agrees after on behalf of its Affiliates, that the Closing to cause Company is a client of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) and that PCHS has represented the Company and its Affiliates only the Company in connection with this Agreement and the Transactions contemplated hereby. After the Closing, PCHS will continue to waive and represent the Company in connection with a variety of matters, including matters adverse or potentially adverse to not assertthe interests of Parent, NextTrip or Xxxxxxxx. Each of the Parties hereby agrees that PCHS (or any successor) may serve as counsel to the Sellers in connection with any matter arising from or relating to this Agreement, any document, agreement or instrument entered into or delivered in connection herewith or the Transactions contemplated hereby and thereby after the date hereof. Each of the Parties hereto consents to such representation, and waives any conflict of interest arising therefrom. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel in connection herewith. Notwithstanding the Closing, Parent agrees it shall not have the right to assert the attorney/client privilege as to pre-Closing communications between the Company, NextTrip or Xxxxxxxx, on one hand, and PCHS, on the other hand, to the extent that the privileged communications relate in substantial part to this Agreement, the documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith or the transactions contemplated hereby and thereby. The Parties agree that only the Company shall be entitled to assert such attorney/client privilege in connection with such communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith, and the transactions contemplated hereby and thereby shall remain the exclusive property of the Company. Parent further acknowledges and agrees that the Company is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company, NextTrip, Xxxxxxxx or their successors. Notwithstanding the foregoing, in the event that a dispute arises between Parent and the Company, on the one hand, and a Person other than a Party to this Agreement (other than NextTrip or Xxxxxxxx), on the other hand, after the Closing, Parent, NextTrip or Xxxxxxxx may assert the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder of the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights prevent disclosure to such attorneythird-client privilege and to control such attorney-client privilege shall be retained party of confidential communications by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass PCHS to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerNextTrip or Xxxxxxxx.

Attorney-Client Privilege. Each of the parties acknowledges and agrees, on its own behalf and on behalf of its Affiliates, that the Company is a client of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) and that PCHS has represented the Company and/or one or more Equityholders in connection with this Agreement and the Transactions contemplated hereby. After the Closing, it is possible that PCHS will represent one or more of the Stockholder Representative and/or the Equityholders and/or the Equityholders’ Affiliates (individually and collectively, the “Seller Group”) in connection with a variety of matters, including matters adverse or potentially adverse to the interests of the Company, Surviving LLC, Parent or an Affiliate or direct or indirect equityholder of Parent. Each of the parties hereby agrees that PCHS (or any successor) may serve as counsel to all or a portion of the Seller Group in connection with any matter arising from or relating to this Agreement, any document, agreement or instrument entered into or delivered in connection herewith or the Transactions contemplated hereby and thereby after the date hereof. Each of the parties hereto consents to such representation, and waives any conflict of interest arising therefrom. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel in connection herewith. Notwithstanding the Mergers, Parent and the Merger Subs (including in the capacity as the Surviving Corporation and Surviving LLC) agree that they shall not asserthave the right to assert the attorney/client privilege as to pre-Closing communications between any member of the Seller Group or the Company (for the Company, only with respect to pre-Closing communications), on one hand, and agrees its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith the Transactions contemplated hereby and thereby. The parties agree that only the Seller Group shall be entitled to assert such attorney/client privilege in connection with such communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith, and the Transactions contemplated hereby and thereby shall remain the exclusive property of the Seller Group. Parent and the Merger Subs further acknowledge and agree that the Seller Group is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company or its successors. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Merger Subs, and the Company, on the one hand, and a Person other than a party to this Agreement or the Seller Group, on the other hand, after the Closing to cause Closing, the Company and its Affiliates to waive and to not assert, any Surviving LLC may assert the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder of the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights prevent disclosure to such attorneythird-client privilege and to control such attorney-client privilege shall be retained party of confidential communications by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass PCHS to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer.

Attorney-Client Privilege. Parent waives The Parties acknowledge and agree that Xxxxxx Xxxxxxx & Xxxxxx, LLP, Jolokia’s outside counsel (“WMA”), has acted as legal counsel to the Jolokia Shareholders and Jolokia prior to the Closing, and that WMA intends to act as legal counsel to the Jolokia Shareholders and/or their Affiliates after the Closing. NexTech hereby waives, and shall not assertcause Jolokia following Closing to waive, and agrees any conflicts that may arise in connection with WMA representing any of the Jolokia Shareholders after the Closing as such representation may relate to cause the Company and its Jolokia Shareholders, their Affiliates to waive and to not assertor the transactions contemplated hereby. In addition, any all communications involving attorney-client confidences between any Jolokia Shareholders or Jolokia and WMA in the course of due diligence, negotiation, documentation and/or consummation of the transactions contemplated hereby (the “Engagement”) shall be deemed to be attorney-client confidences that belong solely to the Jolokia Shareholders. Accordingly, neither NexTech nor Jolokia following the Closing shall have access to any such communications, or to the files of WMA relating thereto, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing: (a) the Jolokia Shareholders shall be the sole holders of the attorney- client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP the Engagement and neither NexTech nor Jolokia shall be the holder thereof, (“ST&B”b) and any stockholder to the extent the files of WMA in respect of the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention Engagement constitute property of the Parties client, only the Jolokia Shareholders shall hold such property rights, and (iii) WMA shall not have any duty whatsoever to reveal or disclose any such attorney-client communications or files to NexTech or Jolokia following the Closing by reason of the attorney-client relationship between WMA and Jolokia or otherwise. In addition, NexTech agrees that all rights no officer, director, member or manager of Jolokia following the Closing shall have the ability to waive any such attorney-client privilege on behalf of Jolokia. Notwithstanding anything contained herein to the contrary, in the event that a dispute arises between Jolokia and a third party (other than a party to control such this Agreement) after the Closing, Jolokia may assert the attorney-client privilege shall be retained by to prevent disclosure of confidential communications between WMA and the Jolokia Shareholders and/or Jolokia; provided, however, that neither NexTech nor Jolokia may waive such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by privilege without the stockholders set forth on Section 9.20 written consent of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiationJolokia Shareholders, preparation, execution, delivery or performance of unless such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officerdisclosure is required under Applicable Law.

Attorney-Client Privilege. Parent waives The parties acknowledge that Xxxxxxx & Xxxx (“Counsel”) has represented the Sellers and the Target Companies in connection with the 52 transactions contemplated by and/or relating to this Agreement prior to the Closing (“Pre-Closing Representation”). Any privilege attaching as a result of Counsel’s representation of such Persons in connection with the Pre-Closing Representation shall survive the Closing and shall not assert, remain in effect; provided that such privilege from and agrees after the Closing shall be assigned to, belong to cause and be controlled by, the Company Sellers. For clarity, such privilege (i) may be waived only by the Sellers, and not by Buyer, the Target Companies or any of their respective Affiliates, and (ii) shall not pass to or be claimed or used by Buyer, the Target Companies or any of their respective Affiliates. In furtherance of the foregoing, each of the parties to this Agreement agrees to take the steps necessary to ensure that any privilege attaching as a result of Counsel’s Pre-Closing Representation shall survive the Closing, remain in effect and be assigned to and controlled by the Sellers. As to any privileged attorney-client communications between Counsel, on the one hand, and Sellers or the Target Companies, on the other hand, prior to Closing (collectively, the “Privileged Communications”), Buyer agrees, on its own behalf and on behalf of its Affiliates to waive (including, after the Closing, the Target Companies) and to not asserttheir respective successors and/or assigns, that none of Buyer, any of its Affiliates (including, after the Closing, the Target Companies) or any of their respective successors or assigns, may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties to this Agreement after the Closing. Further, the parties to this Agreement understand and agree that any failure to segregate and/or restrict Buyer’s access to any Privileged Communications shall not be considered a waiver of the privilege. None of Buyer or any of its Affiliates (including, after the Closing, the Target Companies) shall access any Privileged Communications or the files of Counsel relating to the Pre-Closing Representation after the Closing. Without limiting the generality of the foregoing, from and after the Closing (a) the Sellers and their respective Affiliates (and not the Target Companies) shall be the sole holder of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP the Pre-Closing Representation, (“ST&B”b) and any stockholder to the extent that files of Counsel in respect of the Company who enters into Pre-Closing Representation constitute property of the client, only the Sellers and their respective Affiliates (and not the Target Companies) shall hold such property rights, and (c) Counsel shall have no duty whatsoever to reveal or disclose any Privileged Communications or files to Buyer, the Target Companies or any of their respective Affiliates by reason of any attorney-client relationship between Counsel and the Target Companies (or otherwise). Notwithstanding the foregoing, in the event a Support dispute arises between Buyer, and/or the Target Companies, on the one hand, and Standstill a third party (other than a party to this Agreement or any of their respective Affiliates), on the Company or any Company Subsidiary made in connection with other hand, after the negotiationClosing, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being Target Companies (to the intention of extent applicable) shall assert the Parties that all rights to such attorney-client privilege and to control prevent disclosure of confidential communications with Counsel to such attorney-client third party; provided that, in such instance, neither Buyer nor the Target Companies may intentionally waive such privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by without the stockholders set forth on Section 9.20 prior written consent of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerSellers.

Attorney-Client Privilege. Parent waives (a) All communications between the Sole Member or the Company, on the one hand, and Polsinelli, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby (the "Privileged Communications") shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sole Member and shall not assertpass to or be claimed by Parent, the Surviving Company or any of its other affiliates. Accordingly, Parent and agrees the Surviving Company and shall not have access to any Privileged Communications or to the files of Polsinelli relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing to cause Closing, (i) the Company Sole Member (and its Affiliates to waive and to not assert, any Parent or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP such engagement, and none of Parent or the Surviving Company shall be a holder thereof, (“ST&B”ii) and any stockholder to the extent that files of Polsinelli in respect of such engagement constitute property of the Company who enters into a Support client, only the Sole Member (and Standstill Agreement not Parent nor the Surviving Company) shall hold such property rights and (iii) Polsinelli shall have no duty whatsoever to reveal or the Company or disclose any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention of the Parties that all rights to such attorney-client privilege communications or files to Parent or the Surviving Company by reason of any attorney-client relationship between Polsinelli and to control such the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its affiliates (including the Surviving Company), on the one hand, and a third party other than any of the Sole Member, on the other hand, Parent and its affiliates (including the Surviving Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent nor any of its affiliates (including the Surviving Company) may waive such privilege without the prior written consent of the Sole Member, which consent shall not be retained unreasonably withheld, conditioned or delayed. In the event that Parent or any of its affiliates (including the Surviving Company) is legally required by such stockholders governmental order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Parent’s counsel, then Parent shall immediately (and, if requested by Parentin any event, may be waived on behalf of all such stockholders by within thirty (30) Business Days notify the stockholders set forth on Section 9.20 of Sole Member in writing so that the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerSole Member can seek a protective order.

Attorney-Client Privilege. Parent waives Recognizing that Milbank LLP has acted as legal counsel to Seller and the Company, and that such law firm intends to act as legal counsel to Seller and its Affiliates (other than the Company) after the consummation of the Closing, Buyer agree that, as to all communications among Milbank LLP, the Company and/or Seller or their respective representatives that (i) relate to the period prior to the consummation of the Closing or (ii) otherwise relate to the negotiations of, or the transactions contemplated by, this Agreement, the attorney-client privilege, the work product privilege, the expectation of client confidence and any other legal privileges or immunities belong to Seller and its Affiliates and may be controlled by Seller and its Affiliates and shall not assertpass to or be claimed by the Buyer, and agrees after the Closing to cause the Company and its Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder of the Company who enters into a Support and Standstill Agreement or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery of their Affiliates or performance of a Support and Standstill Agreement Subsidiaries or the Registration Rights Agreement, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and Buyer, the Company or any Company Subsidiary that do not pertain to of their Affiliates or Subsidiaries. Seller and its Affiliates may assert the negotiationattorney-client privilege, preparationthe work product privilege, execution, delivery the expectation of client confidence and any other legal privilege or performance of such shall pass to immunity against the CompanyBuyer, the Company or any of their Affiliates or Subsidiaries and Parentto the fullest extent permitted by applicable Law. IN WITNESS WHEREOFNotwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company, SCCII, Parent Company or any of their Subsidiaries or Affiliates and each Merger Sub have caused a third party (other than a party to this Agreement to be signed by or any of their respective officers thereunto duly authorized as Affiliates) after the Closing, the Company may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Milbank LLP to such third party; provided that neither the date first Company nor any of its Affiliates or Subsidiaries may waive such privilege without the prior written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officerconsent of Seller.

Attorney-Client Privilege. Parent waives All communications between a Seller Affiliated Party or the Company, on the one hand, and Dentons Xxxxx Xxxxx, P.C. (“Dentons”), on the other hand, to the extent relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Seller Affiliated Parties and shall not assertpass to or be claimed by Buyer or the Company. Accordingly, Buyer and agrees the Company shall not, without the prior written consent of Sellers’ Representative, have access to any Privileged Communications or to the files of Dentons relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing to cause Closing, (i) the Company Seller Affiliated Parties (and its Affiliates to waive and to not assert, any Buyer or the Company) shall be the sole holders of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) such engagement, and any stockholder none of the Company who enters into a Support and Standstill Agreement Buyer or the Company or any Company Subsidiary made shall be a holder thereof, (ii) to the extent that files of Dentons in connection with the negotiation, preparation, execution, delivery or performance respect of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention such engagement constitute property of the client, only the Seller Affiliated Parties that all (and neither Buyer nor the Company) shall hold such property rights and (iii) Dentons shall have no duty whatsoever to reveal or disclose any such attorney-client privilege and communications or files to control such Buyer or the Company by reason of any attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of relationship between Dentons and the Company Disclosure Schedule); provided that or otherwise unless authorized to do so by Sellers’ Representative. For the avoidance of doubt, any communications between ST&B or among Dentons, on the one hand, and the Company or any Company Subsidiary that do of its directors, officers, managers, employees or other representatives, on the other hand, to the extent not pertain related to the negotiation, preparation, executionexecution and delivery of this Agreement and the consummation of the Transactions, delivery or performance of such shall pass belong to the Company, the Company Subsidiaries Buyer and Parent. IN WITNESS WHEREOFtheir applicable Affiliates, and shall be controlled, and may be waived, only by the Company, SCCIIBuyer or their applicable Affiliates, Parent and each Merger Sub shall not be controlled, waived, claimed or used by Sellers’ Representative or any Seller Affiliated Party. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (including the Company), on the one hand, and a third party other than any of the Seller Affiliated Parties, on the other hand, Buyer and its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates (including the Company) may waive such privilege with respect to the Privileged Communications without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Buyer or any of its Affiliates (including the Company) is legally required by Governmental Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by Applicable Law, and (y) advisable by Buyer’s counsel, then Buyer shall promptly (and, in any event, within ten (10) days) notify Sellers’ Representative in writing so that the Sellers’ Representative can seek a protective order. The Parties have caused executed and delivered this Membership Interest Purchase Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD ByBUYER: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICESDDB HOLDINGS, INC. By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1Solely in its capacity as guarantor pursuant to Section 9.17: GUARANTOR: XXXXXX XXXX, INC. By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUBThe Parties have executed and delivered this Membership Interest Purchase Agreement as of the date first written above. COMPANY: ZFS CRESTON, LLC By: ZFS SOLUTIONS, LLC, Manager By: /s/ Xxxxx X. Tergorg Name: Xxxxx X. Xxxxxxx Title: Co-President & Chief Financial Officer SELLERS: XXXXXXXX X. XXXXXXXX By: /s/ Xxxxxxxx X. Xxxxxxxx XXXX X. XXXXXXXX By: /s/ Xxxx X. Xxxxxxxx NameXXXXX X. XXXXXXXX By: Xxxx /s/ Xxxxx X. Xxxxxxxx TitleXXXXX X. XXXXXXXX By: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. /s/ Xxxxx X. Xxxxxxxx XXXXXX X. XXXXXXXX By: /s/ Xxxxxx X. Xxxxxxxx XXXX X. XXXXXXXX By: /s/ Xxxx X. Xxxxxxxx XXXXXXX X. XXXXXXXX By: /s/ Xxxxxxx X. Xxxxxxxx XXXXXX X. XXXXXXXX By: /s Xxxxxx X. Xxxxxxxx XXXXX CAPITAL, LLC By: /s/ Xxxxxxxx X. Xxxxxxxx For purposes of accepting the appointment as Sellers’ Representative hereunder: ZFS SOLUTIONS, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxx Xxxxx X. Xxxxxxxx Xxxxxxx Title: Co-President and & Chief Executive Financial Officer

Attorney-Client Privilege. Parent waives Notwithstanding anything to the contrary in this Agreement, from and shall not assertafter the Closing, (i) all communications between Purchaser or its Subsidiaries or any of their respective Representatives, on one hand, and agrees after Sheppard, Mullin, Rxxxxxx & Hxxxxxx LLP (the Closing “Purchaser’s Counsel”), on the other hand, in connection with the Transaction (collectively, the “Purchaser Transaction Engagements”) shall be deemed to cause be attorney-client confidences that belong solely to the members of the Purchaser Board as of immediately prior to the date of this Agreement (the “Transaction Board Members”) and not Purchaser, (ii) neither the Sellers, the Company and its Affiliates to waive and to not assertnor any of their respective Representatives (including, without limitation, any members of Purchaser Board nominated by the Sellers pursuant to the terms of this Agreement) shall have access to any such communications, or to any of the files or other documents delivered or prepared in connection therewith, (iii) the Transaction Board Members shall be the sole holder of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) each Purchaser Transaction Engagement, and any stockholder of neither Purchaser nor the Company who enters into a Support and Standstill Agreement or Sellers, the Company or any Company Subsidiary made of their respective Representatives shall be a holder thereof, (iv) to the extent that files of any Purchaser’s Counsel in connection with the negotiation, preparation, execution, delivery or performance respect of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention any Purchaser Transaction Engagement constitute property of the Parties that all client thereof, only Transaction Board Members shall hold such property rights thereto, and (v) unless directed to do so by the Transaction Board Members or by a court of competent jurisdiction or other authority (and then in each case only to the extent of such direction), no Purchaser’s Counsel shall have any duty whatsoever to reveal or disclose any such attorney-client privilege and communications or files related to control such Purchaser or any of its Representatives to Sellers, the Company or their Subsidiaries or any of their respective Representatives by reason of any attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications relationship between ST&B Purchaser’s Counsel and the Company Purchaser or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officerotherwise.

Attorney-Client Privilege. Parent waives and shall not assert, and agrees after the Closing to cause the Company and its Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication (a) All communications between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder of the Company who enters into a Support and Standstill Agreement or the Seller, either Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery of their respective Affiliates (or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention any of the Parties that all rights foregoing Persons' agents or advisors), on the one hand, and Gunster, on the other hand, to such attorney-client privilege and to control such attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain extent relating to the negotiation, preparation, execution, delivery or performance consummation (as applicable) of this Agreement or the Transactions (the "Privileged Communications") on or before the Closing Date shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to Sellers and shall not pass to or be claimed by Buyer or either of the Companies. Accordingly, neither Buyer nor, from and after the Closing, either Company shall have access to any Privileged Communications or to the files of Gunster relating to such negotiation, preparation, execution, delivery or consummation of this Agreement or the Transactions. Without limiting the generality of the foregoing in this Section 11.20(a), (i) each Seller (and not Buyer or either Company) shall be the sole holder of the attorney-client privilege with respect to such engagement and the Privileged Communications, and none of Buyer or either Company shall be a holder thereof, (ii) to the extent that files of Gunster in respect of such engagement constitute property of the client, only Sellers (and not Buyer or either Company) shall pass hold such property rights and (iii) Gunster shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer or either Company by reason of any attorney-client relationship between Gunster, on the one hand, and either Company, on the Company Subsidiaries other hand, or otherwise. (b) Sections 11.18 and Parent11.19 and this Section 11.20 are intended for the benefit of, and shall be enforceable by, Gunster. IN WITNESS WHEREOFEach of Sections 11.18 and 11.19 and this Section 11.20 shall be irrevocable. None of Section 11.18, Section 11.19 nor this Section 11.20 may be amended, waived or modified, without the Company, SCCII, Parent prior written consent of Gunster. Gunster is an intended third party beneficiary of each of Sections 11.18 and each Merger Sub have caused 11.19 and this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written aboveSection 11.20. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer71

Attorney-Client Privilege. Parent waives The Purchaser and shall not assert, the Companies understand and agrees after agree that any of the Closing to cause the Company and its Affiliates to waive and to not assert, any attorney-client privilege with respect signatories to any communication between any Xxxxxxx Xxxxxxx of the Sellers Agreements will be entitled to retain the services of Xxxxxxxx & Xxxxxxxx LLP (“ST&BXxxxxxxx”) as its attorneys in the event of any dispute between the Purchaser or the Companies and any stockholder of the signatories to any of the Sellers Agreements concerning any of the Sellers Agreements or the Transaction, notwithstanding Morrison’s prior representation of the Companies. Notwithstanding the sale of the Company who enters into a Support Units and Standstill Agreement the Purchased Assets to the Purchaser, the Purchaser and the Companies agree that neither Companies nor the Purchaser shall have the right to assert the attorney/client privilege as to pre-closing communications between any of the Sellers Agreements or the Company Companies (for the Companies, only with respect to pre-closing communications), on one hand, and its counsel, Xxxxxxxx, on the other hand, to the extent that the privileged communications relate in substantial part to any of the Sellers Agreements or the Transaction. The Parties agree that only the signatories to any Company Subsidiary made of the Sellers Agreement and each of them shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by Xxxxxxxx in connection with the negotiation, preparation, execution, delivery or performance representation by Xxxxxxxx of a Support and Standstill any of the signatories to any of the Sellers Agreement with respect to any of the Sellers Agreements or the Registration Rights Agreement, it being Transaction shall remain the intention exclusive property of the Parties that all rights signatories to such attorney-client privilege any of the Sellers Agreements. All other files generated and to control such attorney-client privilege maintained by Xxxxxxxx as a result of the representation by Xxxxxxxx of the Companies on any other matter (if any), remain the exclusive property of the Companies and shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain promptly delivered to the negotiation, preparation, execution, delivery or performance of such shall pass to Purchaser immediately upon request at any time after the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive OfficerClosing.

Attorney-Client Privilege. Parent waives and shall not assertAll communications involving attorney‑client confidences among any of the Seller, the Seller’s Shareholders, the Companies, their Subsidiaries or Affiliates, and agrees XxXxxxx North or Xxxxx Xxxxxx P.C., L.L.O. (“Xxxxx Xxxxxx”) in the course of the negotiation and documentation of the transactions contemplated herein shall be deemed to be attorney-client confidences that belong solely to the Sellers (and not the Purchaser, the Companies, or their Affiliates) and may be controlled by the Seller (in Seller’s and Xxxxxxxx’x sole discretion). Without limiting the generality of the foregoing, upon and after Closing, (i) the Closing to cause Seller and Seller’s Shareholders and their Affiliates (and not the Company and Purchaser or its Affiliates to waive and to not assert, any Affiliates) will be the sole holders of the attorney-client privilege with respect to any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) the negotiation and any stockholder documentation of the Company who enters into transactions contemplated herein (collectively, the “Pre-sale Communications”), and none of the Purchaser or its Subsidiaries (including the Companies after the Closing and their Affiliates) shall be a Support holder thereof, (ii) XxXxxxx North shall have no duty whatsoever to reveal or disclose any Pre-sale Communications or files pertaining to any Pre-sale Communications to the Purchaser or any of its Affiliates (including the Companies or their Affiliates) by reason of any attorney-client relationship between XxXxxxx North, Xxxxx Xxxxxx and Standstill Agreement Seller, Seller’s Shareholders and their Subsidiaries and Affiliates or otherwise, (iii) absent the consent of the Seller, neither the Purchaser nor the Companies or their Affiliates following the Closing will have a right to access attorney-client privileged material of the Seller, Seller’s Shareholder or the Company Companies or their Affiliates related to the transactions contemplated hereby on or after the Closing Date, and (iv) each Party will take the steps necessary to ensure any privilege attaching as a result of XxXxxxx North’s and Xxxxx Xxxxxx’x service as counsel to the Seller, Seller’s Shareholders or any Company Subsidiary made of its Subsidiaries or Affiliates in connection with the negotiationtransactions contemplated herein and in the Ancillary Documents will survive Closing and will remain in effect (but as stated herein). In addition, preparationif the transactions contemplated herein are consummated, executionall of XxXxxxx North’s and Xxxxx Xxxxxx’x records related to such transactions will become property of (and be controlled by) the Sellers and neither the Purchaser nor any of its Affiliates (including any Companies after the Closing and their Affiliates) will retain any copies of such records or have any access to them. Notwithstanding the foregoing, delivery or performance of in the event that a Support dispute arises between the Purchaser Group, on the one hand, and Standstill Agreement or the Registration Rights Agreement, it being the intention a third party other than any of the Parties that all rights to such Seller Group, on the other hand, the Purchaser Group may assert the attorney-client privilege and to control prevent disclosure of confidential communications to such attorney-client privilege shall be retained by such stockholders (and, if requested by Parent, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure Schedule); provided that communications between ST&B and the Company or any Company Subsidiary that do not pertain to the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officerthird party.

Attorney-Client Privilege. Parent waives The Parties acknowledge and shall not assertagree that all communications prior to the Closing between Seller and the Owner, on the one hand, and agrees after Xxxxxx Xxxxxxx PLLC or the Closing to cause legal staff of Seller or the Company Owner, on the other hand, regarding the evaluation, analysis or negotiation of this Agreement shall remain the sole property of Seller (the “Transaction Related Communications and its Affiliates to waive Documents”), and to not assert, any Seller shall hold attorney-client privilege with respect to all such communications. Buyer shall be entitled to possession of all documents, books, records, agreements and financial data of any communication between any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“ST&B”) and any stockholder sort that are part of the Company who enters into a Support and Standstill Agreement Purchased Assets; provided, however, in no event shall Buyer be provided access to or the Company or any Company Subsidiary made in connection with the negotiation, preparation, execution, delivery or performance of a Support and Standstill Agreement or the Registration Rights Agreement, it being the intention possession of the Parties that all rights Transaction Related Communications and Documents without the prior written consent of Seller, unless Seller is determined to have waived such attorney-client privilege by a court of competent jurisdiction. Within five (5) days following the Closing Date, the Seller Parties shall delete the Transaction Related Communications and to control such attorney-client privilege shall be retained Documents from the servers and storage devices and other Books and Records that comprise Purchased Assets. 48 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2024 (the “Agreement Date”), is entered into by such stockholders and among SVO, LLC, a Delaware limited liability company (and“Buyer”), if requested by ParentMayflower Vehicle Systems, may be waived on behalf of all such stockholders by the stockholders set forth on Section 9.20 of the Company Disclosure ScheduleLLC, a Delaware limited liability company (“Seller”); provided that communications between ST&B , and Commercial Vehicle Group, Inc., a Delaware corporation and the Company or any Company Subsidiary that do not pertain sole equityholder of Seller (the “Owner”). Seller and the Owner are referred to collectively herein as the negotiation, preparation, execution, delivery or performance of such shall pass to the Company, the Company Subsidiaries and Parent. IN WITNESS WHEREOF, the Company, SCCII, Parent “Seller Parties” and each Merger Sub have caused this Agreement as a “Seller Party.” Xxxxx and the Seller Parties are referred to be signed by their respective officers thereunto duly authorized collectively herein as of the date first written above. SUNGARD By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President “Parties” and Chief Executive Officer SUNGARD CAPITAL CORP. II By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer FIDELITY NATIONAL INFORMATION SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 1, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officer SEAHAWK MERGER SUB 3, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President and Chief Executive Officereach as a “Party.”