Common use of Conflict Waiver; Attorney-Client Privilege Clause in Contracts

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") has acted as counsel to the Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and 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 Company and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf behalf, and on behalf of its directors, members, shareholders, partners, officers, employees and AffiliatesAffiliates that: (i) Xxxxxxxx, that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Xxxx, P.A. has acted as counsel to Sellers’ Representative and its Affiliates (individually and collectively, the “Seller Group”) and the Company Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Company Group to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company Group by Xxxxxxxx, Xxxxxxx & Xxxx, P.A. (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall cause the Company Group not to, seek or have Seller Group Law Firm disqualified from any such representation based upon the prior representation of the Company Group by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.16 shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company Group, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the "Privileged “Deal Communications"”) shall be deemed to belong solely to the Seller Group and shall not pass to or be claimed by Buyer or the Company Group. Accordingly, Buyer and the Company Group shall not have access to any Deal Communications or to the attorney work product of Seller Group Law Firm relating to such engagement from and after Closing. All Deal Communications that are attorney-client privileged (the “Privileged Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group, shall be controlled by the Sellers’ Representative on behalf of the Seller Group, and shall not pass to or be claimed by Parent or, following the consummation Buyer or any of the transactions contemplated hereby, the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, its Subsidiaries (including the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after ClosingGroup). Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, (ii) to the extent that files attorney work product of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following Buyer nor the consummation of the transactions contemplated hereby, the CompanyCompany Group) shall hold such property rights rights, and (iiiii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files attorney work product related to Parent or, following the consummation of the transactions contemplated hereby, Deal Communications to Buyer or the Company or the Surviving Company Group by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company Group or otherwise; provided, that, to the extent any communication is both related and unrelated to this Agreement and the transactions contemplated hereby, Seller Group Law Firm shall provide (and the Sellers’ Representative, for and on behalf of the Sellers, shall instruct Seller Group Law Firm to provide) appropriately redacted versions of such communications, attorney work product to Parent or its Affiliates, including the Company Group. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company or the Surviving CompanyGroup), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyCompany Group) may assert the attorney-client privilege to prevent disclosure of confidential communications Privileged Communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyGroup) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company or the Surviving CompanyGroup) is legally required by governmental Governmental Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Parent's by Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) Business Daysas promptly as practicable) notify the Securityholder Sellers’ Representative in writing so that the Securityholder Sellers’ Representative can seek a protective orderorder (at the sole expense of the Sellers). (c) This Section 12.21 11.16 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of Seller Group Law Firm. (d) The foregoing waiver and acknowledgement of retention of control will not extend to any communication not involving this Agreement or any other agreements or transactions contemplated hereby and thereby, or the Group Companies Counselsubject matter hereof or thereof, or to communications with any Person other than the Seller Group.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees employees, and Affiliates, that (i) Nxxxxx Xxxxxxx Xxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Sxxxxxxxxxx LLP has acted as counsel to the Group Companies DMK Stockholders and DMK, in connection with the negotiation, preparation, execution execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. Axxxxx agrees, and shall cause the Surviving Corporation to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (or any successor) (the "“DMK Law Firm”) shall not preclude DMK Law Firm from serving as counsel to the DMK Stockholders or any director, manager, member, shareholder, partner, officer, or employee of DMK and the DMK Stockholders, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) Adamis shall not, and shall cause the Surviving Corporation not to, seek or have DMK Law Firm disqualified from any such representation based on the prior representation of DMK by DMK Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent, and waiver contained in this Section 10.11(a) shall not be deemed exclusive of any other rights to which DMK Law Firm is entitled whether pursuant to law, contract, or otherwise. (b) All communications prior to Closing between or among any of DMK Stockholders and DMK, on the one hand, and DMK Law Firm, on the other hand, relating to the negotiation, preparation, execution, and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby (the “Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall survive Closing, and from and after Closing shall belong solely to the Company DMK Stockholders and shall not pass to or be claimed by Parent or, following Axxxxx or the consummation of the transactions contemplated hereby, the CompanySurviving Corporation. Accordingly, Parent and, following Axxxxx and the consummation of the transactions contemplated hereby, the Company Surviving Corporation shall not have access to any Privileged Communications or to the files of Group Companies Counsel DMK Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies DMK Stockholders (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Adamis or the Surviving CompanyCorporation) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or Adamis nor the Surviving Company Corporation shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel DMK Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative DMK Stockholders (and not NSA nor, following Adamis nor the consummation of the transactions contemplated hereby, the CompanySurviving Corporation) shall hold such property rights and (iii) Group Companies Counsel DMK Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Axxxxx or the Surviving Company Corporation by reason of any attorney-client relationship between Group Companies Counsel DMK Law Firm and the Company or the Surviving Company Corporation or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Parent Adamis or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving CompanyCorporation), on the one hand, and a third party other than any of the Group CompaniesDMK Stockholders, on the other hand, Parent Axxxxx and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanySurviving Corporation) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Axxxxx nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCorporation) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following DMK Stockholders representing the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving CompanyRequired DMK Stockholder Vote. In the event that Parent Adamis or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving CompanyCorporation) is legally required by governmental 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 Axxxxx’ counsel, then Parent Axxxxx shall immediately (and, in any event, within twenty ten (2010) Business Daysdays) notify the Securityholder Representative DMK Stockholders in writing so that the Securityholder Representative DMK Stockholders can seek a protective order. In furtherance of the foregoing, each of the Parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from the Surviving Corporation’s files and computer systems, and (ii) after Closing the Parties hereto will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by the DMK Stockholders. Axxxxx agrees that after Closing none of Axxxxx, the Surviving Corporation, nor their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving any of the DMK Stockholders or any of their Affiliates or (ii) use or assert the Privileged Communications against any member of the DMK Stockholders or any of their Affiliates in any action, litigation, claim, or dispute against or involving any of the DMK Stockholders or any of their Affiliates. (c) This Section 12.21 10.11 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselDMK Law Firm. This Section 12.21 10.11 shall be irrevocable, and no term of this Section 12.21 10.11 may be amended, waived waived, or modified, without the prior written consent of DMK Law Firm. (d) By virtue of the Group Companies Counselapproval and adoption of this Agreement by the requisite vote of the DMK Stockholders, each DMK Stockholder (other than a Dissenting Stockholder) agrees to the provisions of this section: (i) Each DMK Stockholder (other than a Dissenting Stockholder) hereby appoints Dx. Xxxxxxx Xxxxx as the Stockholder’s representative (the “Stockholders’ Representative”) to act as the authorized representative of the Stockholders with respect to all matters relating to this Section 10.11 under or in connection with this Section 10.11 requiring any action or decision by any of the Stockholders. The Stockholders’ Representative shall thereupon be authorized to serve as agent and attorney-in-fact for and on behalf of each Stockholder to (i) execute and deliver for and on behalf of any or all Stockholders all agreements, instruments and documents necessary or desirable to carry out the intent of this Section and any other documents, instruments and/or agreements contemplated hereby and thereby, (ii) make any claim following the Closing against Axxxxx on behalf of the Stockholders (or any of them) relating to this Section, (iii) act as the Stockholders’ exclusive agent for the receipt of any notice of claim by Axxxxx, pursuant to this Section, (iv) undertake the defense or settlement of any claim relating to this Section, (v) give and receive on behalf of the Stockholders, or any of them, any and all other notices from or to any other Stockholder under this Section, and (vi) and to take all other actions that are necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative may, from time to time, be replaced by the Stockholders upon the written approval of the holders representing a majority in interest of the Stockholders based on their respective ownership of DMK Capital Stock prior to the Closing. The Stockholders’ Representative may resign at any time by providing written notice of intent to resign to the Stockholders, which resignation shall be effective upon the earlier of (A) thirty (30) days following delivery of such written notice, or (B) the appointment of a successor by the holders of a majority in interest of the Stockholders based on their respective ownership of DMK Capital Stock prior the Closing. (ii) The Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative except in the case of gross negligence, bad faith or willful misconduct by the Stockholders’ Representative. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by professionals, and any action taken by the Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. A decision, act, consent, instruction or agreement of the Stockholders’ Representative, including an amendment, extension or waiver of this Section, act (or election not to act), agreement or deemed agreement of the Stockholders’ Representative shall constitute a decision, act, consent, instruction or agreement of the Stockholders and shall be final, binding and conclusive upon the Stockholders. (iii) Each party hereto and each DMK Stockholder shall be entitled to rely exclusively upon any communication or instruction given or other action taken by the Stockholders’ Representative on behalf of the Stockholders pursuant to this Section, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Stockholders’ Representative on behalf of the Stockholders (or any of them). The Stockholders Representative shall promptly notify Adamis of any replacement of the Stockholders’ Representative. Axxxxx shall be entitled to assume that any such notice received by them is valid and correct, without any duty or obligation to investigate whether such replacement Stockholders’ Representative was properly appointed.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) has The law firms of Hxxxxx Partners (“Hxxxxx”) and Mxxxxx Xxxxx Bxxxxxx LLP (“Mxxxxx Xxxxx”) have acted as counsel to the Group Companies Company prior to the Closing. Buyer agrees, and shall cause its Affiliates (including the Company after Closing) to agree, that, following consummation of the Contemplated Transactions, such representation and any prior representation of the Company by Hxxxxx or Mxxxxx Xxxxx shall not preclude Hxxxxx or Mxxxxx Xxxxx from serving as counsel to the Sellers in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the Contemplated Transactions. (ii) Buyer shall not, and shall cause its Affiliates (including the Company after Closing) not to, seek or have Hxxxxx or Mxxxxx Xxxxx disqualified from any such representation based upon the prior representation of the Company by Hxxxxx or Mxxxxx Xxxxx. Each of the parties hereto hereby consents to any such representation and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties hereto have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent, and waiver contained in this Section 10.15 shall not be deemed exclusive of any other rights to which Hxxxxx or Mxxxxx Xxxxx is entitled whether pursuant to law, contract, or otherwise. (iii) All communications between the Company, on the one hand, and Hxxxxx or Mxxxxx Xxxxx, on the other hand, relating to the negotiation, preparation, execution execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Contemplated Transactions (the "“Company’s Law Firm Privileged Communications"”) shall be deemed to be attorney-client privileged privileged, and the expectation of client confidence relating thereto shall belong solely to the Company Sellers and shall not pass to or be claimed by Parent or, following Buyer or the consummation of Company after the transactions contemplated hereby, the CompanyClosing. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Company’s Law Firm Privileged Communications or to the files of Group Companies Counsel Hxxxxx or Mxxxxx Xxxxx relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (ia) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) Sellers shall be the sole holders holder of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (iib) to the extent that files of Group Companies Counsel Hxxxxx or Mxxxxx Xxxxx in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) Sellers shall hold such property rights after Closing, and (iiic) Group Companies Counsel neither Hxxxxx or Mxxxxx Xxxxx shall have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent Buyer or, following after the consummation of the transactions contemplated herebyClosing, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel Hxxxxx or Mxxxxx Xxxxx and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company or the Surviving Companyafter Closing), on the one hand, and a third party other than any of the Group CompaniesSeller, on the other hand, Parent Buyer and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyCompany after Closing) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent nor none of Buyer or any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyafter Closing) may waive such privilege without the prior written consent of the Group CompaniesSeller Representative, collectively, excluding, following the consummation on behalf of the transactions contemplated hereby, the Company or the Surviving CompanySellers, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company or the Surviving Companyafter Closing) is legally required by governmental Order or otherwise legally required to access or obtain a copy of all or a portion of the Company’s Law Firm Privileged Communications, to the extent (x) permitted by applicable Law, Law and (y) advisable in the opinion of Parent's Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (civ) Except as may have been expressly and specifically agreed to in writing by a Seller, on the one hand, and either Mxxxxx Xxxxx Bockius, LLP or Hxxxxx Partners, on the other hand, each of Mxxxxx Xxxxx Bockius LLP and Hxxxxx Partners has not and is not representing, and shall be deemed to have represented any Seller in connection with the Contemplated Transactions. (b) This Section 12.21 10.15 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 Hxxxxx and Mxxxxx Xxxxx, as applicable, and shall be irrevocableirrevocably, and no term of this Section 12.21 10.15 may be amended, waived waiver, or modified, without the prior written consent of the Group Companies CounselHxxxxx and Mxxxxx Xxxxx, as applicable.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges that Sxxxx & Wxxxxx L.L.P. and agreesJordan Geotas (collectively, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies “Sellers’ Counsel"”) has acted is serving as counsel to for the Group Companies Company and the Sellers’ Representative in connection with the negotiationnegotiation and consummation of this Agreement, preparationthe other documents contemplated, execution executed and delivery delivered pursuant to this Agreement, and the Transaction Documents and Sellers’ Counsel has represented the Company on other matters. Purchaser and the Company expressly consent to Sellers’ Counsel’s representation of the Sellers’ Representative in any matter after the date of this Agreement and in which the consummation interests of the transactions contemplated hereby. (b) All communications between the Group CompaniesPurchaser, on the one hand, hand and Group Companies Counselthe Sellers and the Sellers’ Representative, on the other hand, occurring are adverse and Purchaser shall not, and shall cause the Company not to, seek to or have Sellers’ Counsel disqualified from any such representation based upon the prior representation of the Company by Sellers’ Counsel, whether or not such matter is one in which Sellers’ Counsel may have previously advised the Company, and the Company and Purchaser agree to cause the Company to execute and deliver any conflict waiver letter or other document, reasonably requested by the Sellers’ Representative, to confirm and implement such consent and the provisions of this Section 12.15. The covenants, consent and waiver contained in this Section 12.15 shall not be deemed exclusive of any other rights to which Sellers’ Counsel is entitled whether pursuant to law, contract or otherwise. (b) Each party to this Agreement further acknowledges that, notwithstanding any other provision in this Agreement to the Closing and contrary, although Purchaser is acquiring the Purchased Equity pursuant to this Agreement, after the Date of this Agreement, neither Purchaser nor the Company shall have any right to any attorney-client privileged matters or materials arising out of or relating to the negotiation, preparation, execution and delivery legal representation of this Agreement the Company and the consummation Sellers’ Representative and pertaining to the Transaction Documents (collectively, the “Seller Retained Materials”), and, at the Closing, all rights to any Seller Retained Materials shall, without the requirement of any further action, be deemed automatically transferred to and fully vested in the Sellers’ Representative and not in the Company, and, as such, Purchaser and the Company expressly consent to the disclosure by Sellers’ Counsel to the Sellers’ Representative of any information learned by Sellers’ Counsel in the course of its representation of the transactions contemplated hereby (the "Privileged Communications") Company and such information shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Sellers’ Representative and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications Seller Retained Materials or to the files of Group Companies Sellers’ Counsel relating to such Sellers’ Counsel’s engagement in connection with the Transaction Documents from and after Closingthe date of this Agreement. Without limiting the generality of the foregoing, from and after the Closingdate of this Agreement, (i) the Group Companies Sellers’ Representative (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Seller Retained Materials, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Sellers’ Counsel in respect of such Sellers’ Counsel’s engagement in connection with the Transaction Documents constitute property of the client, only the Securityholder Sellers’ Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser nor the Company) shall hold such property rights and (iii) Group Companies Sellers’ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Seller Retained Materials to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Group Companies Sellers’ Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any after the date of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated herebythis Agreement, the Company) Company may assert and control the attorney-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel or the Sellers’ Representative to such third party; provided, howeveror alternatively, that neither Parent nor any of its Affiliates (including , following Purchaser or the consummation Company may seek to have the Sellers’ Representative waive the attorney-client privilege or other privilege or work product protection of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, Seller Retained Materials (which consent shall not be unreasonably withheld, conditioned or delayed; provided) if Purchaser has a good faith belief that such Seller Retained Materials may be relevant to such dispute. Under no circumstances shall the Sellers’ Representative or any of the Sellers, further Securityholder Representative shall not as applicable, waive the attorney-client privilege to permit (any disclosure of the Seller Retained Materials to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Surviving CompanyPurchaser. In the event that Parent the Sellers’ Representative or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) Seller is legally required by governmental Order order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsSeller Retained Materials, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Parent's counsel, then Parent such party shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative Purchaser in writing so that the Securityholder Representative Purchaser, in its sole discretion, can seek seek, at Purchaser’s sole expense, a protective orderorder and the Sellers’ Representative and each Seller (as reasonably needed) agrees to use commercially reasonable efforts, at Purchaser’s sole expense, to assist therewith. Purchaser and the Company irrevocably waive any right they may have to discover or obtain any Seller Retained Materials. Nothing set forth herein shall affect the attorney-client privilege with respect to any communications between Sellers’ Counsel, on the one hand, and the Company or any its representatives, on the other hand, with respect to communications other than those made solely and directly in connection with the Transaction matters. (c) This Section 12.21 12.15 is intended for the benefit of, and shall be enforceable by, the Group Companies Sellers’ Counsel. This Section 12.21 12.15 shall be irrevocable, and no term of this Section 12.21 12.15 may be amended, waived or modified, without the prior written consent of the Group Companies Sellers’ Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directorsRelated Parties, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) Xxxxx Lord LLP has acted as counsel to Xxxxx Holdings and its Affiliates (individually and collectively, the Group Companies “Xxxxx Group”), Flowco Production Solutions and its Affiliates (individually and collectively, the “Flowco Group”) and Newco, and (ii) Xxxxxx & Xxxxxx L.L.P. has acted as counsel to Flogistix and its Affiliates (individually and collectively, the “Flogistix Group”), in each case, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement Transaction Documents 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 Company and shall not pass to or be claimed by Parent orthereby. The Parties hereby agree that, following the consummation of the transactions contemplated hereby, such representation and any prior representation of the Company. AccordinglyXxxxx Group, Parent andthe Flowco Group and Newco by Xxxxx Lord LLP (including any successor, following the consummation “Xxxxx Group Law Firm”, the “Flowco Group Law Firm” and/or the “Newco Law Firm”, as applicable), and of Flogistix and its Affiliates by Xxxxxx & Xxxxxx L.L.P. (including any successor, the “Flogistix Group Law Firm”), shall not preclude (x) the Xxxxx Group Law Firm, the Flowco Group Law Firm or the Newco Law Firm from serving as counsel to Newco, the Xxxxx Group or the Flowco Group or any shareholder, member, partner or Representative of Newco, the Xxxxx Group or the Flowco Group, or (y) the Flogistix Group Law Firm from serving as counsel to Newco, the Flogistix Group or any shareholder, member, partner or Representative of Newco or the Flogistix Group, in each case, in connection with any Action or obligation arising out of or relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from hereby and after Closing. Without limiting the generality of the foregoing, from and after the Closing, thereby. (b) (i) Neither Flogistix Holdings nor its Affiliates shall seek to or have the Xxxxx Group Companies (and not Parent norLaw Firm, following the consummation Flowco Group Law Firm or Newco Law Firm disqualified from any such representation based upon the prior representation of the transactions contemplated herebyXxxxx Group, the Company Flowco Group or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to Newco by such engagementfirm, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, (ii) none of Xxxxx Holdings, Flowco Production Solutions or their respective Affiliates shall seek to or have the extent that files of Flogistix Group Companies Counsel in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose Law Firm disqualified from any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without representation based upon the prior written consent representation of Flogistix Group by the Flogistix Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent Law Firm. The covenants contained in this Section 10.15 shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (deemed exclusive of any other rights to which the extent it has the right to do so) the Xxxxx Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated herebyLaw Firm, the Company Flowco Group Law Firm, the Newco Law Firm or the Surviving Company) Flogistix Group Law Firm is legally required by governmental Order or otherwise legally required entitled, whether pursuant 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, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective ordercontract or otherwise. (c) This Section 12.21 10.15 is intended for the benefit of, and shall be enforceable by, the Xxxxx Group Companies CounselLaw Firm, the Flowco Group Law Firm, the Newco Law Firm and the Flogistix Group Law Firm, as applicable. This Section 12.21 10.15 shall be irrevocable, and no term of this Section 12.21 10.15 may be amended, waived or modified, modified without the prior written consent of the Xxxxx Group Companies CounselLaw Firm, the Flowco Group Law Firm, the Newco Law Firm or the Flogistix Group Law Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Xxxxx Xxxxx & Xxxxxx L.L.C. Co. (the "Group Companies Counsel"“YA”) has and Xxxxx Xxxx LLP have acted as counsel to the Group Companies Company and its Subsidiaries in connection with the negotiation, preparation, execution and delivery of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one handhereby and thereby, and Group Companies Counsel, on the other hand, occurring prior that Raz Dlugin & Co. Law Offices (“RD”) have acted as counsel to the Closing and relating to Equityholders, in connection with the negotiation, preparation, execution and delivery of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby (the "Privileged Communications") and thereby. Buyer agrees, and shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to cause the Company and shall not pass to or be claimed by Parent oragree, that, following the consummation of the transactions contemplated hereby, such representation and any prior representation of the Company. AccordinglyCompany by any of YA, Parent andRD and Xxxxx Xxxx LLP (or any successors) (individually and collectively, following the “Seller Group Law Firms”) shall not preclude the Seller Group Law Firms from serving as counsel to the Representative, the Equityholders or any director, member, shareholder, partner, officer or employee of the Equityholders, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from hereby and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, thereby. (ii) to the extent that files of Group Companies Counsel in respect of such engagement constitute property of the clientBuyer shall not, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, cause the Company not to, seek or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than have any of the Seller Group Companies, on Law Firms disqualified from any such representation based upon the other hand, Parent and its Affiliates (including, following the consummation prior representation of the transactions contemplated herebyCompany by such Seller Group Law Firms. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, the Company) may assert the attorney-client privilege to prevent disclosure and each of confidential communications to such third party; provided, however, that neither Parent nor parties shall cause any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written to consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.any

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Wuersch & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to the Group Companies Seller and its Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Seller by Wuersch & Xxxxxx LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Seller by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Group CompaniesSeller Group, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyBuyer. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Buyer shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyBuyer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Buyer shall not be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyBuyer) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Buyer by reason of any attorney-client relationship between Seller Group Companies Counsel and the Company or the Surviving Company Law Firm or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company)Affiliates, on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 ParentBuyer's counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.two

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, agrees that Xxxxxxx & Xxxxxx L.L.C. LLP (the "Group Companies Counsel"“Xxxxxx”) has acted as counsel to (i) the Group Companies Company and (ii) Seller and its Affiliates (collectively, the “Seller Company Group”) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation Transaction. Purchaser agrees, and shall cause the Company to agree, that following the Closing, such representation of the transactions contemplated herebySeller Company Group and prior representation of the Company by Xxxxxx shall not preclude Xxxxxx from serving as counsel to the Seller Company Group or any director, member, stockholder, partner, officer or employee of the Seller Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction. (b) All communications between the Group CompaniesPurchaser, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement Seller and the consummation of the transactions contemplated hereby (the "Privileged Communications") shall be deemed to be Company agree that any attorney-client privileged privilege, attorney work product protection and the expectation of client confidence relating thereto attaching as a result of counsel’s (whether external or internal) representation of the Company in connection with the Transaction, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong solely to and be controlled by Seller, and not by Purchaser or, following the Closing, the Company and may be waived only by Seller, and not by the Company, and shall not pass to or be claimed or used by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. AccordinglyAbsent the consent of Seller, Parent and, following the consummation of the transactions contemplated hereby, neither Purchaser nor the Company shall not have intentionally access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, Covered Materials following the consummation of Closing and, in the transactions contemplated hereby, event Purchaser or the Company accesses Covered Materials in violation of this Section 9.11, such access will not waive or otherwise affect the Surviving Company) shall be the sole holders rights of the attorney-client privilege Seller with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company related privilege or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwiseprotection. Notwithstanding the foregoing, in the event that if a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company), on the one hand, and a third party other than any of the Group Companies(and unaffiliated with) Seller, on the other hand, Parent and its Affiliates (includingafter the Closing, following then the consummation of the transactions contemplated hereby, the Company) Company may assert the such attorney-client privilege to prevent disclosure of confidential communications to such third partyCovered Materials; provided, however, that neither Parent nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, Purchaser and the Company or the Surviving Company) may not waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective orderSeller. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees representatives and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") has acted as counsel to the Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.that: (ba) All communications occurring on or prior to the Closing between any Member or the Group CompaniesCompany, on the one hand, and Group Companies CounselXxxxxx and Xxxx LLP (“Xxxxxx”) (with respect to its representation of any Member or the Company), on the other hand, occurring prior to the Closing and relating extent that such communications (i) relate to the negotiation, preparation, execution and delivery of this Agreement and or any other Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby and (ii) were privileged upon the "occurrence of such communications or as of the Closing Date (collectively, the “Privileged Communications"”) shall shall, from and after the Closing, be deemed to be attorney-client privileged and the expectation of client confidence relating thereto with respect to the Privileged Communications shall belong solely to the Company Members and shall not pass to or to, be claimed by Parent oror belong to (as applicable) Parent, following the Company or any of their respective Affiliates. Accordingly, but without limiting the generality of the foregoing in this Section 8.13, none of Parent, the Company (from and after the Closing) nor any of their respective Affiliates (A) shall have any right to access any Privileged Communications or any files of Xxxxxx with respect to Xxxxxx’x representation of any Member or the Company relating to such negotiation, preparation, execution or delivery of this Agreement or any other Ancillary Agreement or the consummation of the transactions contemplated hereby, hereby or thereby or (B) may use or rely on any of the CompanyPrivileged Communications in connection with any action or claim against or involving any of the Parties after the Closing. Accordingly, Parent and, following The Parties further understand that the consummation of the transactions contemplated hereby, by this Agreement and the Company shall not have access to any Ancillary Agreements may result in the inadvertent disclosure of Privileged Communications and agree that any disclosure of Privileged Communications that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege or otherwise affect any of the rights of any Member under this Section 8.13. The Parties agree to use reasonable best efforts to return promptly any inadvertently disclosed Privileged Communication to the files appropriate Party upon becoming aware of Group Companies Counsel relating to such engagement from and after Closing. its existence. (b) Without limiting the generality of the foregoing, from and after the Closingforegoing in this Section 8.13, (i) the Group Companies Members (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementrepresentation by Xxxxxx of Members or the Company and the Privileged Communications, and none of Parent or, following the consummation of the transactions contemplated herebyParent, the Company or the Surviving Company nor any of their respective Affiliates shall be a holder thereofof such attorney-client privilege, (ii) to the extent that files of Group Companies Counsel in Xxxxxx with respect of to such engagement constitute property of the client, only the Securityholder Representative Members (and not NSA nor, following the consummation of the transactions contemplated hereby, Parent or the Company) shall hold such property rights and (iii) Group Companies Counsel Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, or the Company or the Surviving Company to any of their respective Affiliates, whether by reason of any attorney-client relationship between Group Companies Counsel Xxxxxx and the Company or the Surviving Company or otherwise. Each of the Parties shall take all steps necessary to give full force and effect to the foregoing in this Section 8.13 (including to cause such attorney-client privilege held by Members with respect to the Privileged Communications (A) to survive the Closing, (B) to remain in full force and effect and, (C) to the full extent necessary to so give full force and effect to the foregoing in this Section 8.13, to be assigned to and controlled by Members). Notwithstanding anything to the foregoingcontrary foregoing in this Section 8.13, in the event that a any dispute arises between Parent or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesMember, on the other hand, Parent and or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that that, notwithstanding anything to the contrary foregoing in this sentence, neither Parent nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyMembers, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (andMember may, in any eventsuch Member’s sole discretion, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective orderwithhold, condition or delay. (c) This Section 12.21 8.13 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselXxxxxx. This Section 12.21 8.13 shall be irrevocable, and no term of this Section 12.21 8.13 may be amended, waived or modified, without the prior written consent of Xxxxxx. Notwithstanding anything to the Group Companies Counselcontrary in this Agreement (including in Section 8.10), Xxxxxx is an intended third-party beneficiary of this Section 8.13, with the full right to enforce this Section 8.13.

Conflict Waiver; Attorney-Client Privilege. Recognizing that Xxxxxxx Procter LLP (a“Xxxxxxx Procter”) Each of has acted as legal counsel to TPIC, CSI, TPI and their respective Affiliates prior to the Parties hereto acknowledges Closing, and agreesthat Xxxxxxx Procter intends to act as legal counsel to TPIC and its Affiliates after the Closing, CCI hereby waives, on its own behalf and on behalf of agrees to cause its directorsAffiliates (including, membersfollowing the Closing, shareholdersTPI) to waive, partners, officers, employees and Affiliates, any conflicts that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") has acted as counsel to the Group Companies may arise in connection with Xxxxxxx Procter representing TPIC or its Affiliates after the Closing as such representation may relate to CCI or its Affiliates or the transactions contemplated by this Agreement. In addition, all communications involving attorney-client confidences between TPIC, CSI, TPI and their Affiliates (including, prior to the Closing, TPI) in the course of the negotiation, preparation, execution documentation and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and 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 confidences that belong solely to the Company TPIC and shall its Affiliates (and not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyTPI). Accordingly, Parent and, neither CCI nor (following the consummation of the transactions contemplated hereby, the Company Closing) TPI shall not have access to any Privileged Communications such communications, or to the files of Group Companies Counsel Xxxxxxx Procter relating to such engagement from and after Closingengagement. Without limiting the generality of the foregoing, from and after following the Closing, Closing (i) the Group Companies TPIC and its Affiliates (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyTPI) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company TPI shall not be a holder thereof, (ii) to the extent that files of Group Companies Counsel Xxxxxxx Procter in respect of such its engagement constitute property of the client, only the Securityholder Representative TPIC and its Affiliates (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyTPI) shall hold such property rights and (iii) Group Companies Counsel Xxxxxxx Procter shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company CCI or the Surviving Company TPI by reason of any attorney-client relationship between Group Companies Counsel Xxxxxxx Xxxxxxx and the Company or the Surviving Company TPI or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent CCI or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company)TPI, on the one hand, and a third party (other than a Party to this Agreement or any of the Group Companiestheir respective Affiliates), on the other hand, Parent and its Affiliates (includingafter the Closing, following the consummation of the transactions contemplated hereby, the Company) TPI may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx Xxxxxxx to such third party; provided, however, that neither Parent nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) TPI may not waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving CompanyTPIC. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.ACTIVE/126345968.16

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that that: (i) Xxxxxx & Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to Seller and its Affiliates (not including the Group Companies Company) (collectively, the “Seller Group”) and the Company, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxx & Xxxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Purchaser shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.16(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract, or otherwise. Table of Contents (b) All communications prior to Closing between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 survive Closing, and from and after Closing shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Parent Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 Purchaser’s counsel, then Parent Purchaser shall immediately (and, in any event, within twenty five (205) Business Daysdays) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from the Company's files and computer systems, and (ii) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by the Seller Group. Xxxxxxxxx agrees that after Closing none of Purchaser, the Company, or their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller Group or (ii) use or assert the Privileged Communications against the Seller Group in any action, litigation, claim, or dispute against or involving the Seller Group. (c) This Section 12.21 9.16 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived waived, or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Holland & Xxxxxx L.L.C. (the "Group Companies Counsel") Knight LLP has acted as counsel to (A) the Group Companies Company and (B) Seller and its Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Holland & Knight LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Purchaser shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 16.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 LawLaws and Regulations, and (y) advisable in the opinion of Parent's Purchaser’s counsel, then Parent Purchaser shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 16.14 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & that: 63 (i) Xxxxxxxx Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to Seller and its Affiliates (individually and collectively, the “Seller Group”), and the Company Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies. Buyer, on the one hand, its own behalf and Group Companies Counsel, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation behalf 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 Company and shall not pass to or be claimed by Parent orGroup, agrees that, following the consummation of the transactions contemplated hereby, such representation and any prior representation of the Company. AccordinglyCompany Group by Xxxxxxxx Xxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, Parent andmanager, following member, shareholder, partner, officer or employee of the consummation Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, . (ii) to Buyer shall not, and shall prohibit any member of the extent that files Company Group from, seeking or having the Seller Group Law Firm disqualified from any such representation based solely upon the prior representation of the Company Group Companies Counsel in respect by the Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) parties shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent nor cause any of its Affiliates (including , following the consummation to consent to waive any conflict of interest arising from such representation. Each of the transactions contemplated herebyparties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Company parties hereto have consulted with counsel or the Surviving Company) may waive such privilege without the prior written have been advised they should do so in connection herewith. The covenants, consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent and waiver contained in this Section 9.14 shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (deemed exclusive of any other rights to which the extent it has the right Seller Group Law Firm is entitled whether pursuant to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective ordercontract or otherwise. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx Xxxxx & Xxxxxx L.L.C. L.L.P. and Jordan Geotas (the "Group Companies collectively, “Sellers’ Counsel"”) has acted is serving as counsel to for the Group Companies Company and the Sellers’ Representative in connection with the negotiationnegotiation and consummation of this Agreement, preparationthe other documents contemplated, execution executed and delivery delivered pursuant to this Agreement, and the Transaction Documents and Sellers’ Counsel has represented the Company on other matters. Purchaser and the Company expressly consent to Sellers’ Counsel’s representation of the Sellers’ Representative in any matter after the date of this Agreement and in which the consummation interests of the transactions contemplated hereby. (b) All communications between the Group CompaniesPurchaser, on the one hand, hand and Group Companies Counselthe Sellers and the Sellers’ Representative, on the other hand, occurring are adverse and Purchaser shall not, and shall cause the Company not to, seek to or have Sellers’ Counsel disqualified from any such representation based upon the prior representation of the Company by Sellers’ Counsel, whether or not such matter is one in which Sellers’ Counsel may have previously advised the Company, and the Company and Purchaser agree to cause the Company to execute and deliver any conflict waiver letter or other document, reasonably requested by the Sellers’ Representative, to confirm and implement such consent and the provisions of this Section 12.15. The covenants, consent and waiver contained in this Section 12.15 shall not be deemed exclusive of any other rights to which Sellers’ Counsel is entitled whether pursuant to law, contract or otherwise. (b) Each party to this Agreement further acknowledges that, notwithstanding any other provision in this Agreement to the Closing and contrary, although Purchaser is acquiring the Purchased Equity pursuant to this Agreement, after the Date of this Agreement, neither Purchaser nor the Company shall have any right to any attorney-client privileged matters or materials arising out of or relating to the negotiation, preparation, execution and delivery legal representation of this Agreement the Company and the consummation Sellers’ Representative and pertaining to the Transaction Documents (collectively, the “Seller Retained Materials”), and, at the Closing, all rights to any Seller Retained Materials shall, without the requirement of any further action, be deemed automatically transferred to and fully vested in the Sellers’ Representative and not in the Company, and, as such, Purchaser and the Company expressly consent to the disclosure by Sellers’ Counsel to the Sellers’ Representative of any information learned by Sellers’ Counsel in the course of its representation of the transactions contemplated hereby (the "Privileged Communications") Company and such information shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Sellers’ Representative and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications Seller Retained Materials or to the files of Group Companies Sellers’ Counsel relating to such Sellers’ Counsel’s engagement in connection with the Transaction Documents from and after Closingthe date of this Agreement. Without limiting the generality of the foregoing, from and after the Closingdate of this Agreement, (i) the Group Companies Sellers’ Representative (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Seller Retained Materials, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Sellers’ Counsel in respect of such Sellers’ Counsel’s engagement in connection with the Transaction Documents constitute property of the client, only the Securityholder Sellers’ Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser nor the Company) shall hold such property rights and (iii) Group Companies Sellers’ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Seller Retained Materials to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Group Companies Sellers’ Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any after the date of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated herebythis Agreement, the Company) Company may assert and control the attorney-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel or the Sellers’ Representative to such third party; provided, howeveror alternatively, that neither Parent nor any of its Affiliates (including , following Purchaser or the consummation Company may seek to have the Sellers’ Representative waive the attorney-client privilege or other privilege or work product protection of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, Seller Retained Materials (which consent shall not be unreasonably withheld, conditioned or delayed; provided) if Purchaser has a good faith belief that such Seller Retained Materials may be relevant to such dispute. Under no circumstances shall the Sellers’ Representative or any of the Sellers, further Securityholder Representative shall not as applicable, waive the attorney-client privilege to permit (any disclosure of the Seller Retained Materials to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Surviving CompanyPurchaser. In the event that Parent the Sellers’ Representative or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) Seller is legally required by governmental Order order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsSeller Retained Materials, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Parent's counsel, then Parent such party shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative Purchaser in writing so that the Securityholder Representative Purchaser, in its sole discretion, can seek seek, at Purchaser’s sole expense, a protective orderorder and the Sellers’ Representative and each Seller (as reasonably needed) agrees to use commercially reasonable efforts, at Purchaser’s sole expense, to assist therewith. Purchaser and the Company irrevocably waive any right they may have to discover or obtain any Seller Retained Materials. Nothing set forth herein shall affect the attorney-client privilege with respect to any communications between Sellers’ Counsel, on the one hand, and the Company or any its representatives, on the other hand, with respect to communications other than those made solely and directly in connection with the Transaction matters. (c) This Section 12.21 12.15 is intended for the benefit of, and shall be enforceable by, the Group Companies Sellers’ Counsel. This Section 12.21 12.15 shall be irrevocable, and no term of this Section 12.21 12.15 may be amended, waived or modified, without the prior written consent of the Group Companies Sellers’ Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") has acted as counsel to the Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group CompaniesCompany or Sellers, on the one hand, and Group Companies CounselXxxxxx Xxxxxxxxx LLP, on the other hand, occurring prior to the Closing that are attorney-client privileged and relating that solely relate to the negotiation, preparationdocumentation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the "Privileged Communications") Transactions shall be deemed to be attorney-client privileged and the expectation of attorney client confidence relating thereto shall and communications (collectively, “Attorney-Client Communications”) that belong solely to the Company and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and Sellers after the Closing, (i) and may be waived only by Sellers’ Representative. Absent the Group Companies (and not Parent nor, following the consummation written consent of the transactions contemplated herebySellers’ Representative, neither Buyer, Buyer’s Affiliates, or any Person acting on their behalf shall have a right to access Attorney-Client Communications after the Closing (provided that inadvertent access to Attorney-Client Communications not segregated and removed by Company or the Surviving Companyprior to Closing shall not be a violation of this provision as long as such access is terminated promptly upon discovery) and neither Buyer nor Company shall be the sole holders of assert that the attorney-client privilege with respect was waived due to such engagement, and none the inadvertent transfer of Parent or, following Attorney-Client Communications after the consummation Closing (either because they were included in the computer server(s) of the transactions contemplated hereby, the Company or were otherwise within the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel in respect of such engagement constitute property records of the client, only Company after the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwiseClosing). Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving including Company), on the one hand, and a third party other than any of the Group Companiesparty, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, the including Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege to the extent it applies to the Attorney-Client Communications without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving CompanySellers’ Representative. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving including Company) is legally required by governmental Order an order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Attorney-Client Communications, Buyer shall notify Sellers’ Representative in writing (to the extent legally permissible) so that Sellers’ Representative can seek a protective order, but solely to the extent (xa) permitted by applicable Law, Law and (yb) advisable in the opinion of Parent's Buyer’s counsel. Buyer agrees, then Parent and shall immediately cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxx Xxxxxxxxx LLP (andor any successor) shall not preclude Xxxxxx Xxxxxxxxx LLP from serving as counsel to the Sellers or any director, member, shareholder, partner, officer or employee of the Sellers, in connection with any eventlitigation, within twenty (20) Business Days) notify claim or obligation arising out of or relating to this Agreement or the Securityholder Representative in writing so transactions contemplated hereby. Buyer shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Xxxxxx Xxxxxxxxx LLP. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Securityholder Representative can seek a protective order. (c) parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17 shall not be deemed exclusive of any other rights to which Xxxxxx Xxxxxxxxx LLP is entitled whether pursuant to law, contract or otherwise. This Section 12.21 7.17 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselXxxxxx Xxxxxxxxx LLP. This Section 12.21 7.17 shall be irrevocable, and no term of this Section 12.21 7.17 may be amended, waived or modified, without the prior written consent of the Group Companies CounselXxxxxx Xxxxxxxxx LLP.

Conflict Waiver; Attorney-Client Privilege. Recognizing that (ai) Each The West Firm, PLLC has acted as legal counsel to Beyond6, its Subsidiaries (including ANG), certain Company Holders and certain of their respective Affiliates prior to Execution Date, and that The West Firm, PLLC intends to act as legal counsel to certain Company Holders and their respective Affiliates (which will no longer include Beyond6 and its Subsidiaries) after the Parties hereto acknowledges Closing, and agreesthat (ii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to Beyond6, its Subsidiaries (including ANG), certain Company Holders, including the Stockholders’ Representative, and certain of their respective Affiliates prior to Execution Date, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to such Company Holders, including the Stockholders’ Representative, and their respective Affiliates (which will no longer include Beyond6 and its Subsidiaries) after the Closing, each of Parent, Sub and Beyond6 hereby waives, on its own behalf behalf, and on behalf of agrees to cause its directors, members, shareholders, partners, officers, employees and Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") has acted as counsel to the Group Companies may arise in connection with The West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx, LLP representing any Company Holders or their respective Affiliates after the negotiationClosing as such representation may relate to Parent, preparationSub, execution Beyond6, the Surviving Corporation and delivery of its Subsidiaries or the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby. (b) All other Transaction Documents. In addition, all communications involving attorney-client confidences between the Group Companiesany Company Holder, Beyond6 and its Subsidiaries and their respective Affiliates, on the one hand, and Group Companies CounselThe West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution documentation and delivery of this Agreement and the consummation of the transactions contemplated hereby (by this Agreement and the "Privileged Communications") other Transaction Documents shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall confidences that belong solely to the Company Holders and shall their respective Affiliates (and not pass to or be claimed by Parent or, following the consummation of the transactions contemplated herebyBeyond6, the CompanySurviving Corporation or their respective Subsidiaries). Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Surviving Corporation and its Subsidiaries shall not have access to any Privileged Communications such communications or to the files of Group Companies Counsel The West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to such engagement from and after Closingthe Effective Time. Without limiting the generality of the foregoing, from and after the ClosingEffective Time, (ia) the Group Companies Company Holders and their respective Affiliates (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCorporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Corporation or its Subsidiaries shall be a holder thereof, (iib) to the extent that files of Group Companies Counsel The West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only the Securityholder Representative Company Holders and their respective Affiliates (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanySurviving Corporation and its Subsidiaries) shall hold such property rights and (iiic) Group Companies Counsel Neither The West Firm, PLLC nor Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Corporation or any of its Subsidiaries by reason of any attorney-client relationship between Group Companies Counsel and The West Firm, PLLC, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, Beyond6, the Company Holders or the Surviving Company any of their respective Affiliates or otherwise. Notwithstanding the foregoing, in none of the event that a dispute arises between Parent Surviving Corporation or any of its Affiliates Subsidiaries is waiving any attorney-client privilege (includingincluding relating to the negotiation, following the documentation and consummation of the transactions contemplated hereby, by the Company or the Surviving Company), on the one hand, and a third Transaction Documents) in connection with any third-party other than any of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective orderlitigation. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"a) Locke Lord LLP has acted as counsel to the Group Companies Members’ Representative and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent agrees, and shall cause the Surviving Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxx Lord LLP (or any successor) (the “Members Group Law Firm”) shall not preclude Members Group Law Firm from serving as counsel to the Members (including the Members’ Representative) or any director, member, shareholder, partner, officer or employee of the Members, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Parent shall not, and shall cause the Company not to, seek or have Members Group Law Firm disqualified from any such representation based upon the prior representation of the Company by Members Group Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.15 shall not be deemed exclusive of any other rights to which the Members Group Law Firm is entitled whether pursuant to law, contract or otherwise . (c) All communications between the Group CompaniesMembers, Members’ Representative or the Company, on the one hand, and Members Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Members or Members’ Representative and shall not pass to or be claimed by Parent or, following or the consummation of the transactions contemplated hereby, the Surviving Company. Accordingly, Parent and, following and the consummation of the transactions contemplated hereby, the Surviving Company shall not have access to any Privileged Communications or to the files of Members Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Members (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Members Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Members or Members’ Representative (and not NSA nor, following neither Parent nor the consummation of the transactions contemplated hereby, the Surviving Company) ​ 4855-0363-3265.v2 shall hold such property rights and (iii) Members Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Members Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesMembers or Members’ Representative, on the other hand, Parent and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Surviving Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyMembers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving Company) is legally required by governmental Order an 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, in any event, within twenty five (205) Business Days) notify the Securityholder Members’ Representative in writing so that the Securityholder Members’ Representative can seek a protective order. (cd) This Section 12.21 10.15 is intended for the benefit of, and shall be enforceable by, the Members Group Companies CounselLaw Firm. This Section 12.21 10.15 shall be irrevocable, and no term of this Section 12.21 10.15 may be amended, waived or modified, without the prior written consent of the Members Group Companies CounselLaw Firm, which consent shall not be unreasonably withheld, conditioned or delayed.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that that: (i) Xxxxxx Xxxxxx & Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to the Group Companies Seller Group, and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent agrees, and shall cause the Company and Surviving NewCo to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxx Xxxxxx & Xxxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Weil, Gotshal & Xxxxxx LLP has acted as counsel to Parent in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The parties agree that, following consummation of the transactions contemplated hereby, such representation and any prior representation of Parent by Weil, Gotshal & Xxxxxx LLP (or any successor) shall not preclude Parent Group Law Firm from serving as counsel to Parent, the Company or Surviving NewCo or any director, member, shareholder, partner, officer or employee of Parent, the Company or Surviving NewCo, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (iii) Parent shall not, and shall cause the Company and Surviving NewCo not to, seek or have Seller Group Law Firm disqualified from any such representation based upon the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, or the Company. AccordinglyImmediately prior to the Closing, Parent andwithout need for further action, following the consummation all right, title and interest of the transactions contemplated herebyCompany in and to any Privileged Communications, whether in the possession of the Company or the Seller Group Law Firm, shall transfer to and be vested solely in the Seller group. Parent and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Parent nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental Order order of a Governmental Entity 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 Applicable Law, and (y) advisable in the opinion of Parent's ’s counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Shareholder Representative in writing so that the Securityholder Shareholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees and Affiliates, that that: (i) Xxxxx & Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to Seller and its Affiliates (not including CNEL) (individually and collectively, the Group Companies “Seller Group”) and CNEL in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Buyer agrees, and shall cause CNEL to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of CNEL by Xxxxx & Xxxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, manager, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, dispute, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents and the transactions contemplated hereby and thereby. (ii) Buyer shall not, and shall cause CNEL not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of CNEL by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications prior to Closing between the Seller Group Companiesor CNEL, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall survive Closing, and from and after Closing shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyBuyer or CNEL. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Buyer and CNEL shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanyCNEL) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company CNEL shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) Buyer nor CNEL shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company CNEL by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company CNEL or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding CNEL), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Companyincluding CNEL) may assert the attorney-attorney- client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCNEL) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding CNEL) is legally required by governmental 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 Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) Business Daysfive days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from CNEL’s files and computer systems, and (ii) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by the Seller Group. Xxxxx agrees that after Closing none of Buyer, CNEL, or their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller Group or (ii) use or assert the Privileged Communications against the Seller Group in any action, litigation, claim, or dispute against or involving the Seller Group. (c) This Section 12.21 9.14 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived waived, or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Wuersch & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to (A) the Group Companies Company and (B) Seller and its Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Wuersch & Xxxxxx LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall not cause the Company to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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-attorney- client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 ParentBuyer's counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.two

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, officers, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Each of Xxxxx & Xxxxxxxxx LLP, Envisage Law, and Xxxxxx L.L.C. Law Firm (the "Group Companies Counsel"collectively, “Buyer Law Firms”) has acted as counsel to the Group Companies Buyer, and Xxxxxxx Xxxx & Xxxxxxxxx LLP (“Seller Law Firm”) has acted as counsel to Seller, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) All communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and 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 Company and shall not pass to or be claimed by Parent or“Engagement”). The parties hereto agree that, following the consummation of the transactions contemplated hereby, the Company. Accordingly, Parent and, following the consummation Engagement and any prior representation of the transactions contemplated hereby, the Company Buyer by any Buyer Law Firm and of Seller by Seller Law Firm shall not have access preclude (x) any Buyer Law Firm from serving as counsel to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (includingor any of their respective directors, following the consummation of the transactions contemplated herebymanagers, the Company members, shareholders, partners, officers or the Surviving Company) is legally required by governmental Order employees 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 Seller Firm from serving as counsel to Seller or any of its Affiliates or any of their respective directors, managers, members, shareholders, partners, officers or employees in connection with any Proceeding relating to the opinion of Parent's counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective orderEngagement. (cii) The parties hereto shall not seek or have any Buyer Law Firm or Seller Law Firm disqualified from any such representation based on the Engagement. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from the Engagement. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.12 shall not be deemed exclusive of any other rights to which Buyer Law Firm or Seller Law Firm is entitled whether pursuant to Law, Contract or otherwise. (b) This Section 12.21 10.12 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselBuyer Law Firm and Seller Law Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies CounselBuyer Law Firm and Seller Law Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that that: (i) Xxxxx, Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Xxxxx, LLP has acted as counsel to WT and its Affiliates (individually and collectively, the Group Companies “WT Group”) and the Company and its Subsidiaries, and Xxxxxxx & Xxxxxx, LLP has acted as counsel to Xxxx, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and shall cause the Company and its Subsidiaries to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company or its Subsidiaries by Xxxxx, Xxxxxxx & Xxxxx, LLP or Xxxxxxx & Xxxxxx, LLP (or any successor) (each a “Stockholders’ Group Law Firm”) shall not preclude any Stockholders’ Group Law Firm from serving as counsel to the any of the WT Group or any director, shareholder, partner, officer or employee of any of the WT Group, or Xxxx in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Purchaser shall not, and shall cause the Company and its Subsidiaries not to, seek or have a Stockholders’ Group Law Firm disqualified from any such representation based upon the prior representation of the Company or its Subsidiaries by a Stockholders’ Group Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.14 shall not be deemed exclusive of any other rights to which a Stockholders’ Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between any of the Group CompaniesWT Group. Xxxx, or the Company and its Subsidiaries, on the one hand, and a Stockholders’ Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company WT Group or Xxxx, as applicable, and shall not pass to or be claimed by Parent or, following Purchaser or the consummation of the transactions contemplated hereby, the CompanyCompany or its Subsidiaries. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company and its Subsidiaries shall not have access to any Privileged Communications or to the files of a Stockholders’ Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the WT Group Companies or Xxxx, as applicable, (and not Parent nor, following the consummation of the transactions contemplated hereby, Purchaser or the Company or the Surviving Companyits Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company or the Surviving Company its Subsidiaries shall be a holder thereof, (ii) to the extent that files of a Stockholders’ Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative WT Group or Xxxx, as applicable, (and not NSA nor, following Purchaser nor the consummation of the transactions contemplated hereby, the CompanyCompany nor its Subsidiaries) shall hold such property rights and (iii) a Stockholders’ Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company or the Surviving Company its Subsidiaries by reason of any attorney-client relationship between such Stockholders’ Group Companies Counsel Law Firm and the Company or the Surviving Company its Subsidiaries or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company or the Surviving Companyand its Subsidiaries), on the one hand, and a third party other than any of the WT Group Companiesor Xxxx, on the other hand, Parent Purchaser and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyCompany and its Subsidiaries) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyand its Subsidiaries) may waive such privilege without the prior written consent of the WT Group Companiesor Xxxx, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyas applicable, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company or the Surviving Companyand its Subsidiaries) is legally required by governmental Order order of any Governmental Authority 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 Purchaser’s counsel, then Parent Purchaser shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Representative applicable Stockholder in writing so that the Securityholder Representative WT Group or Xxxx can seek a protective order. (c) This Section 12.21 10.14 is intended for the benefit of, and shall be enforceable by, the any Stockholders’ Group Companies CounselLaw Firm. This Section 12.21 10.14 shall be irrevocable, and no term of this Section 12.21 10.14 may be amended, waived or modified, without the prior written consent of the applicable Stockholders’ Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Liskow & Xxxxxx L.L.C. (the "Group Companies Counsel") Xxxxx, A Professional Law Corporation has acted as counsel to Seller and its Affiliates (individually and collectively, the “Seller Group”), and the Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Companies by Liskow & Xxxxx, A Professional Law Corporation (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall cause the Group Companies not to, seek or have Seller Group Law Firm disqualified from any such representation based upon the prior representation of the Companies by Seller Group Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 15.17(a) shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group or the Group Companies, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following Buyer or the consummation of the transactions contemplated hereby, the CompanyGroup Companies. Accordingly, Parent and, following Buyer and the consummation of the transactions contemplated hereby, the Company Group Companies shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closingthe Execution Date. Without limiting the generality of the foregoing, from and after the ClosingExecution Date, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanyGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company Group Companies shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following Buyer nor the consummation of the transactions contemplated hereby, the CompanyGroup Companies) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company Group Companies by reason of any attorney-client relationship between Seller Group Law Firm and the Group Companies Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyGroup Companies), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyGroup Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyGroup Companies) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyGroup Companies) is legally required by governmental 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 Lawlaw, and (y) advisable in the opinion of Parent's Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees employees, and Affiliates, that Xxxxxxx that: (i) Wxxxxx Rxxxxxx Yxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Pxxxxx LLP has acted as counsel to the Group Companies Seller and its Affiliates (individually and collectively, the “Seller Group”), and the Company in connection with the negotiation, preparation, execution execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser and Dxxxxx agree, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Neither Purchaser nor Dxxxxx shall, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based upon the prior representation of the Company by Seller Group Law Firm. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent, and waiver contained in this Section 9.1(a)(ii) shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution 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 Company Seller Group and shall not pass to or be claimed by Parent orPurchaser, following the consummation of the transactions contemplated herebyDxxxxx, or the Company. Accordingly, Parent andPurchaser, following the consummation of the transactions contemplated herebyDxxxxx, and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent norPurchaser, following the consummation of the transactions contemplated herebyDxxxxx, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent orPurchaser, following the consummation of the transactions contemplated herebyDxxxxx, the Company or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA norPurchaser, following the consummation of the transactions contemplated herebyDxxxxx, nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent orPurchaser, following the consummation of the transactions contemplated herebyDxxxxx, the Company or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 Purchaser counsel, then Parent Purchaser shall immediately (and, in any event, within twenty five (205) Business Daysdays) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (a) Each of Drinker Xxxxxx & Xxxxxx L.L.C. Xxxxx LLP (the "Group Companies Counsel"“DBR”) and Goodmans LLP (“Goodmans”) has acted as counsel to the Group Companies Company, the Members’ Representative and their respective Affiliates (collectively, the “Company Group”) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent agrees that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company Group by DBR or Goodmans shall not preclude DBR or Goodmans from serving as counsel to the Members’ Representative, any Member or any director, member, stockholder, partner, officer or employee of any Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Parent shall not seek or have DBR or Goodmans disqualified from any such representation based upon the prior representation of the Company Group by DBR or Goodmans. Each of the parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 11.15 shall not be deemed exclusive of any other rights to which DBR or Goodmans is entitled whether pursuant to Legal Requirement, Contract or otherwise. (c) All communications between among the Group CompaniesMembers’ Representative, any Member, the Company and any of their respective Affiliates, on the one hand, and Group Companies CounselDBR and/or Goodmans, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and any agreements or documents delivered pursuant to this Agreement and the consummation of the transactions contemplated hereby (collectively, the "“Privileged Communications"”) shall be deemed to be attorney-attorney client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Members’ Representative, may be controlled only by the Members’ Representative and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyParent. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel DBR or Goodmans relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Members’ Representative (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyParent) shall be the sole holders holder of the attorney-attorney client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company shall not be a holder thereof, (ii) to the extent that files of Group Companies Counsel DBR or Goodmans in respect of such engagement constitute property of the client, only the Securityholder Members’ Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyParent) shall hold such property rights and (iii) Group Companies Counsel neither DBR nor Goodmans shall have no any duty whatsoever to reveal or disclose any such attorney-attorney client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company by reason of any attorney-attorney client relationship between Group Companies Counsel DBR and/or Goodmans, on the one hand, and the Members’ Representative, any Member, the Company or the Surviving Company and/or Affiliate of such Person or otherwise, on the other hand. This right to attorney client privilege shall exist even if such communications may exist on any computer system or in documents comprising part of the assets owned by the Company. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company)Affiliates, on the one hand, and a third party other than the Members’ Representative, any Member, the Company and/or Affiliate of the Group Companiessuch Person, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company) may assert the attorney-attorney client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving CompanyMembers’ Representative. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 LawLegal Requirements, and (y) advisable in the opinion of Parent's ’s counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) as promptly as practicable notify the Securityholder Members’ Representative in writing so that the Securityholder Members’ Representative can seek a protective order. (cd) This Section 12.21 11.15 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselDBR and Goodmans. This Section 12.21 11.15 shall be irrevocable, and no term of this Section 12.21 11.15 may be amended, waived or modified, without the prior written consent of the Group Companies CounselDBR and Goodmans.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"a) Xxxxx Lord LLP has acted as counsel to the Group Seller and its Affiliates (individually and collectively, the “Seller Group”), and the Acquired Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Buyer agrees, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by Xxxxx Lord LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude the Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) The Buyer shall not, and shall cause the Acquired Companies not to, seek or have the Seller Group Law Firm disqualified from any representation of the Seller in connection with the negotiation or consummation of this Agreement or the transactions contemplated hereby based upon the prior representation of the Acquired Companies by the Seller Group Law Firm. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation in connection with the negotiation or consummation of this Agreement or the transactions contemplated hereby, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 11.19 shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (c) All communications between the Seller Group or the Acquired Companies, on the one hand, and the Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of Buyer or the transactions contemplated hereby, the CompanyAcquired Companies. Accordingly, Parent and, following the consummation of Buyer and the transactions contemplated hereby, the Company Acquired Companies shall not have access to any Privileged Communications or to the files of the Seller Group Companies Counsel Law Firm relating to such engagement the negotiation or consummation of this Agreement or the transactions contemplated hereby from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanyAcquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company Acquired Companies shall be a holder thereof, (ii) to the extent that files of the Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following neither the consummation of Buyer nor the transactions contemplated hereby, the CompanyAcquired Companies) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company Acquired Companies by reason of any attorney-client relationship between the Seller Group Companies Counsel Law Firm and the Company or the Surviving Company Acquired Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent the Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyAcquired Companies), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent the Buyer and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyAcquired Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications Privileged Communications to such third party; provided, however, . In the event that neither Parent nor the Buyer or any of its Affiliates (including , following the consummation any of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Acquired Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental an 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 written opinion of Parent's the Buyer’s counsel, then Parent the Buyer shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (cd) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 11.19 shall be irrevocable, and no term of this Section 12.21 11.19 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "a) MxXxxx Mxxxxxxxx, Professional Association (“Seller Group Companies Counsel"Law Firm”) has acted as counsel to the Group Companies and the Shareholders (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransaction. Bxxxx agrees that, following consummation of the Transaction, such representation and any prior representation of any of the Companies by the Seller Group Law Firm shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction. (b) Buyer shall not seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the any of the Companies by Seller Group Law Firm. Each of the Parties consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14 shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (c) All communications between the Group CompaniesSeller Group, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transaction (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyBuyer. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Buyer shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closingmay not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyBuyer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Buyer shall not be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the clientCompanies, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyBuyer) shall hold such property rights rights, and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Buyer by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or Companies, the Surviving Company Shareholders, or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyCompanies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving CompanySeller Group. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies) is legally required by governmental 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 Buyer shall immediately (and, in any event, within twenty (20) Business Days10 days) notify the Securityholder Shareholders’ Representative in writing so that the Securityholder Representative Shareholders can seek a protective order. (cd) This Section 12.21 9.14 shall (i) survive the Closing and the termination of this Agreement indefinitely and (ii) is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Controlled Affiliates, that that: (i) Xxxxx, Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Xxxxx, LLP has acted as counsel to certain of Sellers and their Affiliates (individually and collectively, the Group Companies "Seller Group"), and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions (the "Prior Representation"). Buyer agrees, and shall cause the Company to agree, that, following consummation of the Transactions, such representation and any Prior Representation of the Company by Xxxxx, Tarrant & Xxxxx, LLP (or any successor) (the "Seller Group Law Firm") shall not preclude Seller Group Law Firm from serving as counsel to the any of the Seller Group or any director, member, shareholder, partner, officer or employee of any of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions. (ii) Buyer shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based upon the Prior Representation of the Company by Seller Group Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such Prior Representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 11.15 shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between any of the Seller Group Companiesor (prior to the Closing) the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access (except in connection with Third Party Claims) to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental Government 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 LawLegal Requirements, and (y) advisable in the opinion of Parent's Buyer's/counsel, then Parent Buyer shall immediately promptly (and, in any event, within twenty (20) five Business Days) notify the Securityholder Sellers' Representative in writing so that the Securityholder Representative Seller Group can seek a protective order. (c) This Section 12.21 11.15 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 11.15 shall be irrevocable, and no term of this Section 12.21 11.15 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees Representatives and Affiliates, that that: (i) Each of Xxxxxx, Xxxxx & Xxxxxxx LLP and Osler, Xxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Harcourt LLP has acted as counsel to the Group Sellers and the Sellers’ Representative (individually and collectively, the “Seller Group”), and the Acquired Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Buyer agrees, and shall cause the Acquired Companies and their Subsidiaries to agree, that, following consummation of the Transactions contemplated hereby, such representation and any prior representation of the Acquired Companies and their Subsidiaries by Xxxxxx, Xxxxx & Bockius LLP (or any successor) or Osler, Xxxxxx & Harcourt LLP (or any successor) (collectively, the “Seller Group Law Firms”) shall not preclude the Seller Group Law Firms from serving as counsel to the Seller Group or any Representatives of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions. (ii) The Buyer shall not, and shall cause the Acquired Companies and their Subsidiaries not to, seek or have the Seller Group Law Firms disqualified from any such representation based upon any prior representation of the Acquired Companies and their Subsidiaries by the Seller Group Law Firms. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The Parties agree that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving (including preparation for, and negotiation and consummation of) this Agreement. The covenants, consent and waiver contained in this Section 10.14(a)) shall not be deemed exclusive of any other rights to which the Seller Group Law Firms are entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Acquired Companies and their Subsidiaries, on the one hand, and each of the Seller Group Companies CounselLaw Firms, on the other hand, occurring prior to hand regarding the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions (the "“Privileged Communications"”) shall be deemed 69838412_11 DB1/ 98258861.9 to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of Buyer or the transactions contemplated hereby, the CompanyAcquired Companies and their Subsidiaries. Accordingly, Parent and, following the consummation of the transactions contemplated herebyBuyer, the Company Acquired Companies and their Subsidiaries shall not have access to any Privileged Communications or to the files of the Seller Group Companies Counsel Law Firms relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanyAcquired Companies and their Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company Acquired Companies and their Subsidiaries shall be a holder thereof, (ii) to the extent that files of the Seller Group Companies Counsel Law Firms in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of Buyer nor the transactions contemplated hereby, the CompanyAcquired Companies) shall hold such property rights and (iii) the Seller Group Companies Counsel Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company Acquired Companies and their Subsidiaries by reason of any attorney-client relationship between the Seller Group Companies Counsel Law Firms and the Company or the Surviving Company Acquired Companies and their Subsidiaries or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent the Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyAcquired Companies and their Subsidiaries), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent the Buyer and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyAcquired Companies and their Subsidiaries) may assert the attorney-client privilege to prevent disclosure of confidential communications the Privileged Communications to such third party; party; provided, however, that neither Parent the Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyAcquired Companies and their Subsidiaries) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent the Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyAcquired Companies and their Subsidiaries) is legally required by governmental Order a Governmental Entity 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, Law and (y) advisable in the opinion of Parent's the Buyer’s counsel, then Parent the Buyer shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Sellers’ Representative in writing so that the Securityholder Sellers’ Representative can seek a protective order. (c) This Section 12.21 10.14 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies Counseland each of the Seller Group Law Firms. This Section 12.21 10.14 shall be irrevocable, and no term of this Section 12.21 10.14 may be amended, waived or modified, without the prior written consent of the Seller Group and the Seller Group Law Firms. The Buyer and the Acquired Companies Counsel.each hereby acknowledge, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. 69838412_11 DB1/ 98258861.9

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Wuersch & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to (A) the Group Companies Subsidiary LLCs and (B) Seller and its Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Subsidiary LLCs to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Subsidiary LLCs by Wuersch & Xxxxxx LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall not cause any of the Subsidiary LLCs to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Subsidiary LLCs by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor any of the Subsidiary LLCs, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation Buyer or any of the transactions contemplated hereby, the CompanySubsidiary LLCs. Accordingly, Parent and, following the consummation Buyer and each of the transactions contemplated hereby, the Company Subsidiary LLCs shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanySubsidiary LLCs) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation Buyer or any of the transactions contemplated hereby, the Company or the Surviving Company Subsidiary LLCs shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation Buyer nor any of the transactions contemplated hereby, the CompanySubsidiary LLCs) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation Buyer or any of the transactions contemplated hereby, the Company or the Surviving Company Subsidiary LLCs by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and any of the Company or the Surviving Company Subsidiary LLCs or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following the consummation including any of the transactions contemplated hereby, the Company or the Surviving CompanySubsidiary LLCs), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation including any of the transactions contemplated hereby, the CompanySubsidiary LLCs) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySubsidiary LLCs) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation including any of the transactions contemplated hereby, the Company or the Surviving CompanySubsidiary LLCs) is legally required by governmental 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 ParentBuyer's counsel, then Parent Buyer shall immediately (and, in any event, within twenty two (202) Business Daysdays) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 9.14 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (a) Xxxxxx Xxxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Markiles, LLP has acted as counsel to the Group Companies Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Transaction Engagement”). Parent agrees, and shall cause the Surviving Corporation to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxx Xxxxxxxx & Markiles, LLP (or any successor) (“XXX”) shall not preclude XXX from serving as counsel to any Stockholder, or any director, member, shareholder, partner, officer or employee thereof, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions. (b) Parent shall not, and shall cause the Surviving Corporation not to, seek or have XXX disqualified from any such representation based upon the prior representation of the Company by XXX. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.12(b) shall not be deemed exclusive of any other rights to which XXX is entitled whether pursuant to law, contract or otherwise. (c) All communications between the Group CompaniesCompany, on the one hand, and Group Companies CounselXXX, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transaction Engagement (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Stockholders and shall not pass to or be claimed by Parent oror the Surviving Corporation; provided that the parties expressly agree that the Privileged Communications shall not include or extend to any communications at or prior to the Closing between the Company or the Stockholders, following or any of them, on the consummation one hand, and XXX, on the other hand, which constitute, reflect or provide evidence of the transactions contemplated hereby, the Companyfraud. Accordingly, Parent and, following and the consummation of the transactions contemplated hereby, the Company Surviving Corporation shall not have access to any Privileged Communications or to the files of Group Companies Counsel XXX relating to such engagement Transaction Engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Stockholders (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCorporation) shall be the sole holders of the attorney-client privilege with respect to such engagementTransaction Engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Corporation shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel XXX in respect of such engagement Transaction Engagement constitute property of the client, only the Securityholder Representative Stockholders (and not NSA nor, following Parent nor the consummation of the transactions contemplated hereby, the CompanySurviving Corporation) shall hold such property rights and (iii) Group Companies Counsel XXX shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Privileged Communications to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Corporation by reason of any attorney-client relationship between Group Companies Counsel XXX and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving CompanyCorporation), on the one hand, and a third party other than any of the Group CompaniesStockholders, on the other hand, Parent and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanySurviving Corporation) 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving CompanyCorporation) is legally required by governmental Order any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority, 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 Applicable Law, and (y) advisable in the opinion of Parent's ’s counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) promptly notify the Securityholder Representative applicable Stockholder(s) in writing so that the Securityholder Representative such Stockholder can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies i) Integral Business Counsel") , PLLC has acted as counsel to (A) the Group Companies Company and (B) Sellers, and (C) their respective Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions. Buyer agrees, and shall cause the Company to agree, that, following the Closing, such representation and any prior representation of the Company by Integral Business Counsel, PLLC (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Neither Buyer nor the Company shall have or seek to have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior solely to the Closing and extent 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm to the extent relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Privileged Communications, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel in respect of such engagement Law Firm contain Privileged Communications constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights to the extent of such Privileged Communications and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Privileged Communications to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications Privileged Communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege with respect to the Privileged Communications without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 Buyer’s counsel, then Parent Buyer shall immediately promptly (and, in any event, within twenty five (205) Business Days) notify the Securityholder Sellers’ Representative in writing so that the Securityholder Sellers’ Representative can seek a protective orderorder at the sole cost and expense of the Sellers’ Representative. (c) This Section 12.21 9.14 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. Each of Parent and Merger Sub (on behalf of itself and its Affiliates, including the Surviving Entity) hereby irrevocably acknowledges and agrees that: (a) Each each of the Parties hereto acknowledges Securityholders’ Representative and agreesthe Participating Securityholders shall have the right to retain Mintz, on its own behalf Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Xxxxx Xxxxx”) or Outside GC LLC (“Outside GC”) to represent their respective interests in any dispute arising between them and the parties under or in connection with this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (a “Dispute”) and (b) each of Parent and Merger Sub (on behalf of itself and its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. (including the "Group Companies Counsel"Surviving Entity) has acted as counsel irrevocably waives, consents to and covenants not to assert any objection based on conflict of interest to any representation of the Group Companies Securityholders’ Representative or any Participating Securityholder by Xxxxx Xxxxx or Outside GC in connection with the negotiation, preparation, execution and delivery of this Agreement any Dispute. Parent and the consummation of the transactions contemplated hereby. (b) All Company also further agree that, as to all communications between the Group Companies, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing between either of Xxxxx Xxxxx or Outside GC and relating the Company or any of the Company’s Subsidiaries, to the negotiation, preparation, execution and delivery of extent pertaining to the Transactions Contemplated by this Agreement and or the consummation of Ancillary Agreements, the transactions contemplated hereby (the "Privileged Communications") shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Company Participating Securityholders and shall may be controlled by the Securityholders’ Representative and will not pass to or be claimed by Parent orParent, following the consummation Surviving Entity or any of the transactions contemplated hereby, the Company. Accordingly, Parent and, following the consummation ’s Subsidiaries or any of the transactions contemplated hereby, the Company shall not have access to their respective Affiliates (it being understood that any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) shall be the sole holders of the attorney-client privilege and expectation of client confidence applicable to communications other than those set forth in this sentence shall remain with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Surviving Entity or the Surviving applicable Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel Subsidiary and in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or case the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel and the Company Entity or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company) Surviving Entity’s Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Xxxxx or Outside GC to such third party; provided, however, the applicable Third Party). The parties acknowledge and agree that neither Parent nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent this Section 10.15 shall not be unreasonably withheld, conditioned limit or delayed; provided, further Securityholder Representative shall otherwise prohibit Parent’s ability to (i) compel discovery of information that is not permit (subject to the extent it has the right to do so) the Group Companies Counsel to waive such an attorney-client privilege or disclose any Privileged Communications in the context of event that such third party information is relevant to a dispute without that arises after the prior written consent of the Surviving Company. In Closing, or (ii) in the event that Parent or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental Order Entity receives a subpoena or otherwise legally required other discovery request pursuant 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, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so Law that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended calls for the benefit ofsearch for documents that may include such communications, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counselcomply with its legal obligations.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) FisherBroyles, LLP has acted as counsel to (A) the Group LiveArea Companies and (B) Sellers and each of their respective Affiliates (collectively, the “Parent Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Engagement”). Buyers agree, and shall cause the LiveArea Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the LiveArea Companies by FisherBroyles, LLP (“Parent Group Law Firm”) shall not preclude Parent Group Law Firm from serving as counsel to Parent Group or any director, member, shareholder, partner, officer or employee of Parent Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby or the Engagement. (ii) Buyers shall not, and shall cause the LiveArea Companies not to, seek or have Parent Group Law Firm disqualified from any such representation based on the prior representation of the LiveArea Companies by Parent Group Law Firm regarding the Engagement. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. (b) All communications between Parent Group or the Group LiveArea Companies, on the one hand, and Parent Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the Engagement (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Parent Group and shall not pass to or be claimed by Parent or, following Buyers or the LiveArea Companies upon consummation of the transactions contemplated hereby, the Company. Accordingly, Parent and, following Buyers and the consummation of the transactions contemplated hereby, the Company LiveArea Companies shall not have access to any Privileged Communications or to the files of Parent Group Companies Counsel Law Firm relating to such engagement the Engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of Parent Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Parent Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyers or the Surviving CompanyLiveArea Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyers or the Surviving Company LiveArea Companies shall be a holder thereof, (ii) to the extent that files of Parent Group Companies Counsel Law Firm in respect of such engagement the Engagement constitute property of the client, only the Securityholder Representative Parent Group (and not NSA nor, following Buyers or the consummation of the transactions contemplated hereby, the CompanyLiveArea Companies) shall hold such property rights and (iii) Parent Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications Privileged Communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyers or the Surviving Company LiveArea Companies by reason of any attorney-client relationship between Parent Group Companies Counsel Law Firm and the Company or the Surviving Company LiveArea Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyers or its their Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyLiveArea Companies), on the one hand, and a third party other than any of the Group CompaniesParent Group, on the other hand, Parent Buyers and its their Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyLiveArea Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent none of Buyers nor any of its their Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyLiveArea Companies) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyParent Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyers or any of its their Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyLiveArea Companies) is are legally required by governmental 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 Buyers’ counsel, then Parent Buyers shall immediately (and, in any event, within twenty (20) three Business Days) Days notify the Securityholder Representative Parent in writing so that the Securityholder Representative Parent can seek a protective order. (c) This Section 12.21 10.14 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselParent Group. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies CounselParent Group.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Wuersch & Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to (A) AFT-Hungary and (B) Seller and its Affiliates (collectively, the Group Companies “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause AFT-Hungary to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of AFT-Hungary by Wuersch & Xxxxxx LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall not cause AFT-Hungary to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of AFT-Hungary by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor AFT-Hungary, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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-attorney- client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyBuyer or AFT-Hungary. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Buyer and AFT-Hungary shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanyAFT-Hungary) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company AFT-Hungary shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyBuyer nor AFT-Hungary) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company AFT-Hungary by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company AFT-Hungary or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding AFT-Hungary), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Companyincluding AFT-Hungary) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyAFT-Hungary) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding AFT-Hungary) is legally required by governmental 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 ParentBuyer's counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.two

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) Xxxxxxxx Xxxxx, LLC has acted as counsel to the Group Companies Company and Sellers (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxxxx Xxxxx, LLC (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 6.15(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 ParentBuyer's counsel, then Parent Buyer shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Representative Sellers in writing so that the Securityholder Representative Sellers can seek a protective order. (c) This Section 12.21 6.15 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: i. H-F & Xxxxxx L.L.C. Co., Law Offices (the "Group Companies Counsel") has “HF”), have acted as counsel to the Group Companies Shareholders and S&W and its Subsidiaries (individually and collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent and Merger Sub agree, and shall cause S&W to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of S&W by HF (or any successors) shall not preclude HF from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement and the consummation of the transactions contemplated hereby. ii. Parent and Merger Sub shall not, and shall cause S&W not to, seek or have HF disqualified from any such representation based upon the prior representation of S&W by HF. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 12.14(a) shall not be deemed exclusive of any other rights to which HF are entitled whether pursuant to law, contract or otherwise. (b) All communications between the Group CompaniesSeller Group, on the one hand, and Group Companies CounselHF, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent orParent, following the consummation of the transactions contemplated hereby, the Company. Merger Sub or S&W. Accordingly, Parent andParent, following the consummation of the transactions contemplated hereby, the Company Merger Sub and S&W shall not have access to any Privileged Communications or to the files of Group Companies Counsel HF relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Shareholders (and not Parent norParent, following the consummation of the transactions contemplated hereby, the Company Merger Sub or the Surviving CompanyS&W) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent orParent, following the consummation of the transactions contemplated hereby, the Company Merger Sub or the Surviving Company S&W shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel HF in respect of such engagement constitute property of the client, only the Securityholder Representative Shareholders (and not NSA norParent, following the consummation of the transactions contemplated hereby, the CompanyMerger Sub nor S&W) shall hold such property rights and (iii) Group Companies Counsel HF shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent orParent, following the consummation of the transactions contemplated hereby, the Company Merger Sub or the Surviving Company S&W by reason of any attorney-client relationship between Group Companies Counsel HF and the Company or the Surviving Company S&W or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Parent, Merger Sub or its their respective Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding S&W), on the one hand, and a third party other than any of the Group CompaniesShareholders, on the other hand, Parent and its Parent, Merger Sub or their respective Affiliates (including, following the consummation of the transactions contemplated hereby, the Companyincluding S&W) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Parent, Merger Sub nor any of its their respective Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyS&W) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyShareholders, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Parent, Merger Sub or any of its their respective Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding S&W) is legally required by governmental Order an order from a Governmental Entity 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 ’s counsel, then Parent and Merger Sub shall immediately (and, in any event, within twenty five (205) Business Days) notify the Securityholder Representative Shareholders in writing so that the Securityholder Representative Shareholders can seek a protective order. [Remainder of page intentionally left blank. Signature page follows. ] By: /s/ W. Kxx Xxxxxx W. Kxx Xxxxxx, Chief Executive Officer By: /s/ Axxx X. Xxxxxxx Axxx X. Xxxxxxx, to be appointed sole director By: /s/Jxxx Xxxxxxxx Jxxx Xxxxxxxx, Director Nxxxx Xxxxxxx ______________ 391,250 4,714,875 293,437.5 707,838 Jxxx Xxxxxxxx 361,250 4,353,351 270,937.5 653,563 Exx Xxxxxxxx 247,500 2,982,573 185,625 447,770 Dxxxxx Xxxxxxx 3,000 Exxx Xxxxxxxxx 3,000 Gxxxx Xxxxx 3,000 Hezzi Ziv 3,000 Kxxxxxx Xxxxx 3,000 Moris Katzobashvili 3,000 Nxx Xxxxxxx 3,000 Noa Ohev-Zion 3,000 Nxxxxx Xxxxxx 3,000 Oxxx Xxxxxxx 3,000 Orly Dxxxx Xxxxxxxxx 3,000 Rxxx Xxxxxx 3,000 Sxxxx Xxxxxx 3,000 Sxxxxx Xxxxxxx 3,000 Sxxxxx Xxxx 3,000 Tal Bonfis 3,000 Txx Xxxxxx 3,000 Txxxx Xxxxxxxxx 3,000 Yxxx Xxxxxxxx 3,000 Axxx Xxxxx 3,000 W. Kxx Xxxxxx 9,567,463 (THE “BUYER”) (“S&W”) (THE “SHAREHOLDERS”) Reference is made to that certain Share Exchange Agreement and Plan of Merger (“Agreement”) dated July 31, 2019, between and among Bright Mountain Media, Inc. (the “Buyer”), Sxxxxxx & Winshman Ltd. (“S&W”), Merger Sub, and the shareholders of S&W listed on the signature page of the Agreement and Schedule A attached thereto (collectively, the “Shareholders” and individually a “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. The section numbers in the individual schedules included herein (each, a “Schedule” and collectively, the “Schedules”) correspond to the section numbers in the Agreement. The Schedules are qualified in their entirety by reference to the specific provisions of the Agreement. Headings have been included on each Schedule for convenience of referral only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in the Agreement. Nothing in these Schedules is intended to broaden the scope of any representation or warranty contained in the Agreement or create any covenant. Each representation and warranty set forth in the Agreement shall be subject to: (a) the exceptions and disclosures set forth in the part or subpart of these Schedules corresponding to the particular Section or subsection in Section 3 of the Agreement in which such representation and warranty appears; (b) any exceptions or disclosures cross-referenced in such part or subpart of these Schedules by reference to another part or subpart of these Schedules, and (c) This Section 12.21 any information disclosed herein under any section or subsection shall be deemed to be disclosed and incorporated in any other Schedule where the relevance of such disclosure is intended reasonably apparent on the face of such disclosure that it applies to such other Schedule, whether or not specifically mentioned in such other Schedule. In the interest of maximum disclosure, items, Contracts and other matters, listed under any Schedule in response to the representations and warranties in the Agreement which are qualified by “materiality” and similar qualifications, are not necessarily material. Accordingly, no reference to, or disclosure of, any item, Contract or other matter on any Schedule shall not constitute an admission or indication that such item Contract or other matter is material or would have a Material Adverse Effect, or that any such item Contract or other matter is required to be disclosed thereon. The information contained in any part or subpart of these Schedules is disclosed solely for the benefit ofpurposes of the Agreement and descriptions or terms of Contracts and documents herein are summaries only and are qualified in their entirety by the specific terms of such Contracts and documents. No reference herein to any Contract or document shall be construed as an admission or indication by any party to the Agreement to any third party of any matter whatsoever, including, without limitation, that such Contract or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document, except as otherwise explicitly set forth in any Schedule or the Agreement. No disclosure on a Schedule relating to a possible breach or violation of any contract, law or order shall be construed as an admission or indication that breach or violation exists or has actually occurred. The information contained in any part or subpart of these Schedules is confidential, proprietary information of S&W, and Buyer shall be enforceable by, subject to the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent terms of the Group Companies CounselAgreement with respect thereto. Where the representations and warranties in the Agreement contain specific dollar thresholds, items, Contracts and other matters listed in response thereto may include items, Contracts and other matters that are below such dollar thresholds. (Organization and Good Standing) Lumynox Limited, a wholly owned subsidiary of S&W. (Ownership of Ordinary Shares) Reference is hereby made to Schedule 3.8 below. 1. Sxxxxxx & Winshman Ltd., Shareholders’ Agreement, by and between the Shareholders and Ixxx Xxxxxxxxxx, dated June 28, 2015 (the “Shareholders Agreement”). 2. Settlement and Release Agreement, by and between the Shareholders and Ixxx Xxxxxxxxxx, dated October 23, 2018 (the “Settlement Agreement”). 1. Reference is hereby made to Schedule B of the Agreement. 2. The Shareholders Agreement. 3. The Settlement Agreement.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies i) Xxxx Xxxxxxxx LLP (“Company Counsel"”) has acted as counsel to the Group Companies Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated herebyTransactions. Parent agrees, and shall cause the Surviving Companies to agree, that, following consummation of the Transactions, such representation and any prior representation of the Company by Company Counsel shall not preclude Company Counsel from serving as counsel to the Member Representative or any of the Members (collectively, the “Cape Group”), in each case, to the extent in connection with any issues arising out of this Agreement, the Ancillary Documents or the Transactions. (ii) Parent shall not, and shall cause the Surviving Companies not to, seek or have Company Counsel disqualified from any such representation based on its prior representation of the Company. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.15(a) shall not be deemed exclusive of any other rights to which Company Counsel is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Group Companies, on the one hand, Company and Group Companies Counsel, on the other hand, occurring prior Company Counsel to the Closing and extent relating to the negotiation, preparation, execution and delivery of this Agreement Agreement, the Ancillary Documents and the consummation of the transactions contemplated hereby Transactions that predate the Closing (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company applicable member of the Cape Group and shall not pass to or be claimed by Parent or, following or the consummation of the transactions contemplated hereby, the CompanySurviving Companies. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, and the Company shall not have access to any Privileged Communications or to the files of Group Companies Company Counsel relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Cape Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the applicable members of Cape Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Companies shall be a holder thereof, and such privilege shall be exclusively controlled by the Member Representative (on behalf of the applicable members of the Cape Group), (ii) to the extent that files of Group Companies Company Counsel in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) Cape Group shall hold such property rights and (iii) Group Companies Company Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company Companies by reason of any attorney-client relationship between Group Companies Company Counsel and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following including after the consummation of the transactions contemplated herebyClosing, the Company or the Surviving CompanyCompanies), on the one hand, and a third party other than any of the Group CompaniesCape Group, on the other hand, Parent and its Affiliates (including, following including after the consummation of the transactions contemplated herebyClosing, the CompanySurviving Companies) may shall be entitled to assert (or cause to be asserted) the attorney-client privilege to prevent disclosure of confidential communications to any such third partyPrivileged Communications or files of Company Counsel; provided, however, that neither Parent nor any of its Affiliates (including , following after the consummation of the transactions contemplated herebyClosing, the Company or the Surviving CompanyCompanies) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyMember Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates (including, following including after the consummation of the transactions contemplated herebyClosing, the Company or the Surviving CompanyCompanies) is legally required by governmental 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 Xxxxxx’s counsel, then Parent shall immediately (and, in any event, within twenty (20) Business Days) promptly notify the Securityholder Member Representative in writing so that the Securityholder Member Representative (at its sole cost and expense) can seek a protective orderorder or other appropriate remedy. (c) This Section 12.21 8.15 is intended for the benefit of, and shall be enforceable by, the Group Companies Company Counsel. This Section 12.21 8.15 shall be irrevocable, and no term of this Section 12.21 8.15 may be amended, waived or modified, without the prior written consent of the Group Companies Company Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) M&H, LLP has acted as counsel to (A) the Group Companies Company and (B) Sellers and each of their Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by M&H, LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Purchaser shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 11.13 shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (but not general business matters of the "Company) (the “Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation Sellers’ Representative on behalf of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 Purchaser’s counsel, then Parent Purchaser shall immediately (and, in any event, within twenty (20) 10 Business Days) notify the Securityholder Representative Sellers in writing so that the Securityholder Representative Sellers can seek a protective order. (c) This Section 12.21 11.13 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that that: (i) Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") Xxxxx LLP has acted as counsel to each Company and its Affiliates (individually and collectively, the Group Companies “Seller Group”) in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Buyer agrees, and shall cause each Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of each Company by Xxxxxxx & Xxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, manager, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, dispute, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents and the transactions contemplated hereby and thereby. (ii) Buyer shall not, and shall cause each Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of either Company by Seller Group Law Firm. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.13(a) shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications prior to Closing between the Seller Group Companiesor each Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall survive Closing, and from and after Closing shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following Buyer or the consummation of the transactions contemplated hereby, the relevant Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Buyer and each Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving either Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving either Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, the Buyer nor either Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving either Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving either Company or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving including each Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, the including each Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving each Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving including each Company) is legally required by governmental 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 Buyer’s counsel (which may be in-house counsel), then Parent Buyer shall immediately (and, in any event, within twenty ten (2010) Business Days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from each Company’s files and computer systems, and (ii) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by Seller. Buyer agrees that after Closing none of Buyer, each Company, or their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller or any of its Affiliates or (ii) use or assert the Privileged Communications against the Seller or any of its Affiliates in any action, litigation, claim, or dispute against or involving the Seller or any of its Affiliates. (c) This Section 12.21 8.13 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & that: (i) Squire Xxxxxx L.L.C. Xxxxx (the "Group Companies Counsel"US) LLP has acted as counsel to the Group Companies Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Each of the Buyer, Bank, and Merger Sub hereby agrees, and shall cause the Surviving Entity to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Squire Xxxxxx Xxxxx (US) LLP (or any successor) (“SPB”) shall not preclude SPB from serving as counsel to the Members and the Member Representative (collectively, the “Seller Group”) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) The Buyer, Bank, and Merger Sub shall not, and shall cause the Surviving Entity not to, seek or have SPB disqualified from any such representation based upon the prior representation of the Company by SPB. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The foregoing covenants, consent and waiver shall not be deemed exclusive of any other rights to which the SPB is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Group Companies CounselSPB, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent orthe Buyer, following Bank, Merger Sub, or the consummation of the transactions contemplated hereby, the CompanySurviving Entity. Accordingly, Parent andBuyer, following Bank, Merger Sub, and the consummation of the transactions contemplated hereby, the Company Surviving Entity shall not have access to any Privileged Communications or to the files of Group Companies Counsel SPB relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent norBuyer, following the consummation of the transactions contemplated herebyBank, the Company Merger Sub, or the Surviving CompanyEntity) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent orBuyer, following the consummation of the transactions contemplated herebyBank, the Company Merger Sub or the Surviving Company Entity shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel SPB in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA norBuyer, following Bank, Merger Sub, or the consummation of the transactions contemplated hereby, the CompanySurviving Entity) shall hold such property rights and (iii) Group Companies Counsel SPB shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent orBuyer, following the consummation of the transactions contemplated herebyBank, the Company Merger Sub, or the Surviving Company Entity by reason of any attorney-client relationship between Group Companies Counsel SPB and the Company or the Surviving Company Entity or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer, Bank, Merger Sub, or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving CompanyEntity), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer, Bank, Merger Sub, and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanySurviving Entity) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent nor Buyer, Bank, Merger Sub, or any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyEntity) may waive such privilege without only with the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyMember Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided. If Buyer, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Bank, Merger Sub, or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or including the Surviving CompanyEntity) is legally required by governmental 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 Applicable Law, and (y) advisable in the opinion of Parent's Bank’s counsel, then Parent Buyer and Bank shall immediately (and, in any event, within twenty (20) Business Days) promptly notify the Securityholder Member Representative in writing so that the Securityholder Member Representative can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counselby SPB. This Section 12.21 7.6 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies CounselSPB.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) Corporate Law Partners, PXXX has acted as counsel to Sellers and their Affiliates (including the Group Companies Targets) (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause each Target to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Target by (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall cause each Target not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Target by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract, or otherwise. (b) All communications prior to Closing between the Seller Group Companiesor a Target, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 survive Closing, and from and after Closing shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyBuyer or any Target. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Buyer and each Target shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement the Privileged Communication from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Companyany Target) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Privileged Communication, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company any Target shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement the Privileged Communication constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyBuyer nor any Target) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications Privileged Communication or files containing the same to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company any Target by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company a Target or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Parent Buyer or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding a Target), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, the Companyincluding each Target) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyeach Target) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving Companyincluding each Target) is legally required by governmental 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 Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty ten (2010) Business Days) notify the Securityholder Representative Sellers in writing so that the Securityholder Representative Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from a Target’s files and computer systems, and (ii) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by the Seller Group. Bxxxx agrees that after Closing none of Buyer, each Target, or their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller Group or (ii) use or assert the Privileged Communications against the Seller Group in any action, litigation, claim, or dispute against or involving the Seller Group. (c) Notwithstanding anything contained in this Section to the contrary, Privileged Communication shall not include any communication from the Seller Group Law Firm related to the Targets, Acquired Companies or Business that does not involve the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such communication shall belong to the Buyer, Targets, and Acquired Companies. In addition, to the extent the Seller Group Law Firm represents the Buyer, Targets, or Acquired Companies following the Closing, any communication between the Seller Group Law Firm and Buyer, Targets, or Acquired Companies shall belong to the Buyer, Targets, or Acquired Companies, as applicable and not the Seller. (d) This Section 12.21 9.13 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived waived, or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholdersstockholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. Xxxxxx Xxxxx (the "Group Companies Counsel"US) LLP has acted as counsel to the Group Companies Seller and DERMAdoctor in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herebyContemplated Transactions. Xxxxx agrees, and shall cause DERMAdoctor to agree, that, following consummation of the Contemplated Transactions, such representation and any prior representation of DERMAdoctor by Xxxxxx Xxxxxx Xxxxx (US) LLP (or any successor) (the “Seller Law Firm”) shall not preclude Seller Law Firm from serving as counsel to Seller, including any successor, or any director, manager, member, stockholder, partner, officer or employee of Seller, in connection with any litigation, dispute, claim, obligation or other Proceeding arising out of or relating to this Agreement or the Transaction Documents or the Contemplated Transactions. Buyer shall not, and shall cause DERMAdoctor not to, seek or have Seller Law Firm disqualified from any such representation based on the prior representation of DERMAdoctor by Seller Law Firm. Each of the parties consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. (b) All communications prior to Closing between the Group CompaniesSeller or DERMAdoctor, on the one hand, and Group Companies CounselSeller Law Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement Agreement, the Transaction Documents, the Contemplated Transactions and the consummation of the transactions contemplated hereby any actions, advice and/or preparation by Seller, DERMAdoctor or their respective advisors and representatives, including Seller Law Firm, in connection therewith (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall survive Closing, and from and after Closing shall belong solely to the Company Seller and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the CompanyXxxxx or DERMAdoctor. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company Xxxxx and DERMAdoctor shall not have access to any Privileged Communications or to the files of Group Companies Counsel Seller Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Seller (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving CompanyDERMAdoctor) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company neither Buyer nor DERMAdoctor shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel Seller Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller (and not NSA nor, following the consummation of the transactions contemplated hereby, the CompanyBuyer nor DERMAdoctor) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company DERMAdoctor by reason of any attorney-client relationship between Group Companies Counsel Seller Law Firm and the Company or the Surviving Company DERMAdoctor or otherwise. Notwithstanding In furtherance of the foregoing, in the event that a dispute arises between Parent or its Affiliates (including, following the consummation each of the transactions contemplated hereby, the Company or the Surviving Company), on the one handparties agrees that (1) no waiver is intended by failing to remove all Privileged Communications from DERMAdoctor’s files and computer systems, and a third party other than any (2) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by Seller. Xxxxx agrees that after Closing, none of Xxxxx, DERMAdoctor or their Affiliates will (A) access or review the Group Companies, on the other hand, Parent and its Affiliates (including, following the consummation of the transactions contemplated hereby, the 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 , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party connection with any action, litigation, claim, dispute without the prior written consent of the Surviving Company. In the event that Parent or any of its Affiliates other Proceeding against or involving Seller or (including, following the consummation of the transactions contemplated hereby, the Company B) use or the Surviving Company) is legally required by governmental Order or otherwise legally required to access or obtain a copy of all or a portion of assert 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, Communications against Seller in any eventaction, within twenty (20) Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative can seek a protective orderlitigation, claim, dispute or other Proceeding against or involving Seller. (c) This Section 12.21 11.16 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselSeller and Seller Law Firm. This Section 12.21 11.16 shall be irrevocable, and no term of this Section 12.21 11.16 may be amended, waived or modified, without the prior written consent of the Group Companies CounselSeller Law Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partnersdirectors, officers, employees and Affiliates, that Xxxxxxx that: 10.12.1 Holland & Xxxxxx L.L.C. (the "Group Companies Counsel") Xxxx LLP has acted as counsel to Futura Corp. and the Group Companies Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Holland & Xxxx LLP (or any successor) shall not preclude Holland & Xxxx LLP from serving as counsel to Futura Corp. or any shareholder, director, officer or employee of Futura Corp. in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) 10.12.2 Buyer shall not, and shall cause the Company not to, seek or have Holland & Xxxx LLP disqualified from any such representation based upon the prior representation of the Company by Holland & Xxxx LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. Stock Purchase Agreement - 74 10.12.3 All communications between Futura Corp. or the Group CompaniesCompany, on the one hand, and Group Companies CounselHolland & Xxxx LLP, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and relating to Environmental Claims, Environmental Notices, Environmental Permits, Hazardous Materials, compliance with or regulation under Environmental Laws, the Settlement Agreement and the spinoff completed by Futura Corp. in 2015 (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Futura Corp. and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel Holland & Xxxx LLP relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (ia) the Group Companies Futura Corp. (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (iib) to the extent that files of Group Companies Counsel Holland & Xxxx LLP in respect of such engagement constitute property of the client, only the Securityholder Representative Futura Corp. (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights and (iiic) Group Companies Counsel Holland & Xxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel Holland & Xxxx LLP and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesFutura Corp., on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyFutura Corp., which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 Applicable Law, and (y) advisable in the opinion of Parent's counsel, then Parent Buyer shall immediately (and, in any event, within twenty two (202) Business Days) notify the Securityholder Representative Futura Corp. in writing so that the Securityholder Representative Futura Corp. can seek a protective order. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & that: (i) Xxxxxx L.L.C. (the "Group Companies Counsel") XxxXxxx, P.C. has acted as counsel to (A) the Group Companies Company and (B) certain Sellers and their Affiliates (collectively, the "Seller Group"), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxx XxxXxxx, P.C. (or any successor) ("Seller Group Law Firm") shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.14(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 ParentBuyer's counsel, then Parent Buyer shall immediately (and, in any event, within twenty fifteen (2015) Business Days) Days notify the Securityholder Sellers’ Representative in writing so that the Securityholder Representative Sellers can seek a protective order. (c) This Section 12.21 9.13 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto Party acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. that: (the "Group Companies Counsel"i) K&L Gates LLP has acted as counsel to (A) the Group Companies and (B) Seller and its Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions. Purchaser agrees, and shall cause the Companies to agree, that, following consummation of the Transactions, such representation and any prior representation of any Company by K&L Gates LLP (or any successor) (“Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions. (ii) Purchaser shall not, and shall cause each Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of a Company by Seller Group Law Firm. Each Party hereby consents thereto and waives any conflict of interest arising from such prior representation, and each Party shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that it has consulted with counsel or has been advised that it should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.21(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to Law, contract or otherwise. (b) All communications between the Seller Group Companiesor a Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby 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 Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the Purchaser or a Company. Accordingly, Parent and, following Purchaser and the consummation of the transactions contemplated hereby, the Company Companies shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving CompanyCompanies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company Companies shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following Purchaser nor the consummation of the transactions contemplated hereby, the CompanyCompanies) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company Companies by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Purchaser and its Affiliates (including, following including the consummation of the transactions contemplated hereby, the CompanyCompanies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyCompanies) is legally required required, by governmental Order or otherwise legally required otherwise, 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 Purchaser’s counsel, then Parent Purchaser shall immediately (and, in any event, within twenty seven (207) Business Daysdays) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 9.21 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 9.21 shall be irrevocable, and no term of this Section 12.21 9.21 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & that: (i) Xxxxx Xxxxxx L.L.C. (the "Group Companies Counsel") LLP has acted as counsel to (A) the Group Companies Company and (B) the Sellers and the Representative and their respective Affiliates (collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Purchaser agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxx Xxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude the Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) The Purchaser shall not, and shall cause the Company not to, seek or have the Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by the Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 11.19(a) shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Seller Group Companiesor the Company, on the one hand, and the Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (collectively, the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Seller Group Companies Counsel Law Firm relating to such engagement from and after ClosingClosing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving any of the Seller Group. Without limiting the generality of the foregoing, from and after the Closing, : (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, ; (ii) to the extent that files of the Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser nor the Company) shall hold such property rights ;and (iii) the Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent the Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent the Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent the Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent the Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental 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 Parentthe Purchaser's counsel, then Parent the Purchaser shall immediately (and, in any event, within twenty five (20) Business Days5) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 11.19 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 11.19 may be amended, waived or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx Affiliates that: (i) Xxxxxxxxxx & Xxxxxx L.L.C. Xxxxx P.A. (the "“Seller Group Companies Counsel"Law Firm”) has acted as counsel to Sellers and their Affiliates (not including the Group Companies Company) (collectively, the “Seller Group”) and Company, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and will cause Company to agree, that, following the consummation of the transactions contemplated hereby, such representation and any prior representation of Company by the Seller Group Law Firm will not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Purchaser will not, and will cause Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties will cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.15 will not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract, or otherwise. (b) All communications prior to the Closing between the Seller Group Companiesor Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the "“Privileged Communications"”) shall will be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel relating to such engagement from and after will survive Closing. Without limiting the generality of the foregoing, from From and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Purchaser or Company or the Surviving Company shall will be a holder thereof, and (ii) to the extent that files of Seller Group Companies Counsel in respect of such engagement constitute property of the client, only the Securityholder Representative (and not NSA nor, following the consummation of the transactions contemplated hereby, the Company) shall hold such property rights and (iii) Group Companies Counsel shall Law Firm will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwiseCompany. Notwithstanding the foregoing, in the event that after Closing a dispute arises arising between Parent Purchaser or its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving including Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, the including Company) may assert the attorney-client privilege to prevent disclosure of confidential communications information to such third party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Purchaser or any of its Affiliates (including, following the consummation of the transactions contemplated hereby, the Company or the Surviving including 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 in the opinion of Parent's Purchaser’s counsel, then Parent Purchaser shall immediately (and, in any event, within twenty (20) Business Days) notify the Securityholder Sellers’ Representative in writing so that the Securityholder Representative Seller can seek a protective order. (c) This Section 12.21 . In furtherance of the foregoing, each of the parties agrees that no waiver is intended for by failing to remove all Privileged Communications from Company’s files and computer systems. Xxxxxxxxx agrees that after Closing, none of Purchaser, Company, or their Affiliates will (A) access or review the benefit ofPrivileged Communications in connection with any action, and shall be enforceable bylitigation, claim, or dispute against or involving the Seller Group Companies Counsel. This Section 12.21 shall be irrevocableor (B) use or assert the Privileged Communications against the Seller Group in any action, and no term of this Section 12.21 may be amendedlitigation, waived claim, or modified, without dispute against or involving the prior written consent of the Group Companies CounselSeller Group.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Holland & Xxxxxx L.L.C. (the "Group Companies Counsel") Knight LLP has acted as counsel to Seller and its Affiliates (not including the Group Companies Company) (collectively, the “Seller Group”) and the Company, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Holland & Knight LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Buyer shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.16(a) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract, or otherwise. (b) All communications prior to Closing between the Seller Group Companiesor the Company, on the one hand, and Seller Group Companies CounselLaw Firm, on the other hand, occurring prior to the Closing and 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 survive Closing, and from and after Closing shall belong solely to the Company Seller Group and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall not have access to any Privileged Communications or to the files of Seller Group Companies Counsel Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group Companies (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Seller Group Companies Counsel Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Seller Group (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer nor the Company) shall hold such property rights and (iii) Seller Group Companies Counsel Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Seller Group Companies Counsel Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller Group, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySeller Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental Order 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 Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty ten (2010) Business Daysbusiness days) notify the Securityholder Representative Seller in writing so that the Securityholder Representative Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from the Company’s files and computer systems, and (ii) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by the Seller Group. Xxxxx agrees that after Closing none of Buyer, the Company, or their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller Group or (ii) use or assert the Privileged Communications against the Seller Group in any action, litigation, claim, or dispute against or involving the Seller Group. (c) This Section 12.21 8.16 is intended for the benefit of, and shall be enforceable by, the Seller Group Companies CounselLaw Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived waived, or modified, without the prior written consent of the Seller Group Companies CounselLaw Firm.

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto Party acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx that: (i) Kxxxxxxxxx Txxxxxxx & Xxxxxx L.L.C. Sxxxxxxx LLP (the "Group Companies Counsel"“KTS”) has acted as counsel to the Group Companies Company and the Sellers in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Buyer agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by KTS shall not preclude KTS from serving as counsel to the Sellers, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby; and (ii) Buyer shall not, and shall cause the Company not to, seek or have KTS disqualified from any such representation based on the prior representation of the Company by KTS. Each Party hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such Party has consulted with counsel or has been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.13(a) shall not be deemed exclusive of any other rights to which KTS is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Group CompaniesCompany or the Sellers, on the one hand, and Group Companies CounselKTS, on the other hand, occurring prior to the Closing and relating to the negotiation, preparation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby (the "“Privileged Communications"”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Company Sellers and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Buyer or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Buyer and the Company shall may not have access to use or rely on any Privileged Communications in any claim, dispute, action, suit or to the files of Group Companies Counsel relating to such engagement from and after Closingproceeding against or involving any Seller. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Sellers (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation of the transactions contemplated hereby, the Company neither Buyer or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel KTS in respect of such engagement constitute property of the client, only the Securityholder Representative Sellers (and not NSA nor, following the consummation of the transactions contemplated hereby, Buyer or the Company) shall hold such property rights rights, and (iii) Group Companies Counsel KTS shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Buyer or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel KTS and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent Buyer or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesSeller, on the other hand, Parent Buyer and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; party; provided, however, that neither Parent Buyer nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanySellers, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent Buyer or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving 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 in the opinion of Parent's Buyer’s counsel, then Parent Buyer shall immediately (and, in any event, within twenty (20) 10 Business Days) notify the Securityholder Representative Sellers in writing so that the Securityholder Representative Sellers can seek a protective order. [Signature page follows. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies Counsel. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, without the prior written consent of the Group Companies Counsel.]

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholdersmanagers, partners, officers, employees employees, and Affiliates, that that: (i) Xxxxxxx Xxxxx Xxxxxxxxx & Xxxxxx L.L.C. Stamelman LLP (the "Group Companies Counsel"“Seller Law Firm”) has acted as counsel to the Group Companies Seller Parties in connection with the negotiation, preparation, execution and delivery of this Agreement Agreement, the Ancillary Agreements, and the consummation of the transactions contemplated herebyhereby and thereby. The Purchaser agrees, and shall cause the Company, following the Closing, to agree, that such representation and any prior representation of the Company by the Seller Law Firm shall not preclude the Seller Law Firm from serving as counsel to the Stockholder in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby. (ii) The Purchaser shall not, and shall, after the Closing, cause the Company not to, seek or have Seller Law Firm disqualified from any such representation of the Stockholder based upon the prior representation of the Company by Seller Law Firm. The Company hereby consents thereto and waives any conflict of interest arising from such prior representation. 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 or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 11.15 shall not be deemed exclusive of any other rights to which the Seller Law Firm is entitled whether pursuant to Law, contract or otherwise. (b) All communications between the Group CompaniesStockholder and the Seller Law Firm and any pre-Closing communications between the Company and the Seller Law Firm, on the one hand, and Group Companies Counsel, on the other hand, occurring prior to the Closing and in each case relating to the negotiation, preparation, execution execution, and delivery of this Agreement Agreement, the Ancillary Agreements, 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 Company Stockholder, and shall not pass to or be claimed by Parent or, following the consummation of the transactions contemplated hereby, Purchaser or the Company. Accordingly, Parent and, following the consummation of the transactions contemplated hereby, Purchaser and the Company shall not have access to any Privileged Communications or to the files of Group Companies Counsel Seller Law Firm relating to such engagement from and after ClosingClosing except as permitted by the Stockholder. Without limiting the generality of the foregoing, from and after the Closing, (i) the Group Companies Stockholder (and not Parent nor, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company) shall be the sole holders holder of the attorney-client privilege with respect to such engagement, and none of Parent or, following the consummation neither of the transactions contemplated hereby, the Company Purchaser or the Surviving Company shall be a holder thereof, (ii) to the extent that files of Group Companies Counsel Seller Law Firm in respect of such engagement constitute property of the client, only the Securityholder Representative Stockholder (and not NSA nor, following the consummation of the transactions contemplated hereby, Purchaser or the Company) shall hold such property rights rights, and (iii) Group Companies Counsel Seller Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications Privileged Communications or files to Parent or, following the consummation of the transactions contemplated hereby, the Company Purchaser or the Surviving Company by reason of any attorney-client relationship between Group Companies Counsel Seller Law Firm and the Company or the Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent the Purchaser or its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company), on the one hand, and a third party other than any of the Group CompaniesStockholder, on the other hand, Parent the Purchaser and its Affiliates (including, following the consummation of the transactions contemplated hereby, including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent Purchaser nor any of its Affiliates (including , following the consummation of the transactions contemplated hereby, the Company or the Surviving Company) may waive such privilege without the prior written consent of the Group Companies, collectively, excluding, following the consummation of the transactions contemplated hereby, the Company or the Surviving CompanyStockholder, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed; provided, further Securityholder Representative shall not permit (to the extent it has the right to do so) the Group Companies Counsel to waive such privilege or disclose any Privileged Communications in the context of such third party dispute without the prior written consent of the Surviving Company. In the event that Parent the Purchaser or any of its Affiliates (including, following including the consummation of the transactions contemplated hereby, the Company or the Surviving Company) is legally required by governmental Order any judgment, writ, decree, compliance agreement, injunction, order, award, or other legally binding determination of any Governmental Entity, arbitrator or self-regulatory organization 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 counselCommunications or such files, then Parent the Purchaser shall immediately (and, in any event, within twenty (20) Business Days) promptly notify the Securityholder Representative Stockholder in writing so of such requirement and the Stockholder shall deliver the required information within the time period required, provided that the Securityholder Representative can Stockholder may seek a protective orderorder with respect to such information. (c) This Section 12.21 is intended for the benefit of, and shall be enforceable by, the Group Companies CounselSeller Law Firm. This Section 12.21 shall be irrevocable, and no term of this Section 12.21 may be amended, waived or modified, modified without the prior written consent of the Group Companies CounselSeller Law Firm.