Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) The Parties acknowledge and agree, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), that, in the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) (collectively, the “DSAQ Group”), on the one hand, and (ii) PubCo and/or any member of the Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, arising out of, or relating to, this Agreement, any other Transaction Document, the Transactions or the Hunch Reorganization) between or among Sponsor and/or any other member of the DSAQ Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. (a) The Parties acknowledge Each of SPAC, the Acquisition Entities and agree, the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, including after the Closing, the Third Surviving SPACCompany) (all such parties, the “W&C Waiving Parties”), that, in that White & Case LLP (“W&C”) may represent the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ the Company or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupThird Surviving Company) (collectively, the “DSAQ W&C WP Group”), on in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the one handtransactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other W&C Waiving Parties, and each of SPAC and the Company on behalf of itself and the W&C Waiving Parties hereby consents thereto and irrevocably waives (iiand will not assert) PubCo and/or any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s prior representation of the Company, its Subsidiaries or of W&C Waiving Parties. SPAC and the Company, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Principal Shareholder GroupW&C WP Group and W&C, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery delivery, and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganization) between transactions contemplated hereby or among Sponsor and/or thereby, or any other member matter relating to any of the DSAQ Groupforegoing, on are privileged communications that do not pass to the one handThird Surviving Company notwithstanding the Mergers, and Xxxxxxxxinstead survive, on remain with and are controlled by the other hand W&C WP Group (the “Xxxxxxxx W&C Privileged Communications”), the attorney/client privilege without any waiver thereof. SPAC and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCoCompany, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx W&C Privileged Communications, whether located in the records or email server of PubCo, the Third Surviving SPAC or their respective Company and its Subsidiaries, in any Proceeding Action against or involving any of the Parties after the Closing, and PubCo SPAC and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx W&C Privileged Communications, by virtue of the TransactionsMergers.

Conflicts and Privilege. (a) The Each of the Parties acknowledge to this Agreement, on its own behalf and agree, on behalf of their its respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving SPACCompany), hereby agree that, in the event a dispute with respect to this Agreement, Agreement or the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or Yucaipa and any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Principal Shareholder or the Blade GroupCompany) (collectively, the “DSAQ Yucaipa Group”), on the one hand, and (ii) PubCo TopCo, the Company and/or any member of the Principal Shareholder GroupSSU Group (as defined below), on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ Yucaipa and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the DSAQ Group Yucaipa Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo TopCo or the Surviving SPACCompany, and even though such counsel may have represented PubCo and/or TopCo or the Surviving SPAC Company in a matter substantially related to such dispute, or may be handling 101 ongoing matters for PubCo TopCo, the Company or the Surviving SPAC Company and/or the Sponsor. The PartiesYucaipa, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch ReorganizationTransactions) between or among the Sponsor and/or any other member of the DSAQ Yucaipa Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Yucaipa Group after the Closing, and shall not pass to or be claimed or controlled by PubCoTopCo and/or the Company. Notwithstanding the foregoing, any privileged communications or information shared by PubCo TopCo or the Company prior to the Closing with DSAQ or Yucaipa and/or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCothe Company and/or TopCo. PubCoTopCo and the Company, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCoTopCo, the Company, the Surviving SPAC Company or their respective Subsidiaries, in any Proceeding Action against or involving any of the Parties parties after the Closing, and PubCo TopCo and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. The Company, AMHC and Merger Sub, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (ai) the Sponsor, the shareholders or holders of other equity interests of AMHC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company after the Closing) (collectively, the “Sponsor Group”), on the one hand, and (ii) the Company and/or AMHC after the Closing or any of the shareholders or holders of other equity interests of the Company prior to the Closing or any of their respective directors, members, partners, officers, employees or Affiliates, on the other hand, Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“WilmerHale”), which represented AMHC or the Sponsor prior to the Closing, may represent the Sponsor or any other member of the Sponsor Group, in such dispute even though the interests of such Persons may be directly adverse to the Company and/or AMHC, and even though such counsel may have represented AMHC in a matter substantially related to such dispute, or may be handling ongoing matters for the Company, AMHC or the Sponsor. The Parties acknowledge Company, AMHC and agreeMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), that, in the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) (collectively, the “DSAQ Group”), on the one hand, and (ii) PubCo and/or any member of the Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Ancillary Agreements or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among AMHC, the Sponsor and/or or any other member of the DSAQ Sponsor Group, on the one hand, and XxxxxxxxWilmerHale, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions and transactions contemplated by this Agreement and, after the Closing, belong to the DSAQ Group after the ClosingSponsor Group, and shall not pass to or be claimed or controlled by PubCothe Company or AMHC. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert in the event that a dispute arises between any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue member of the Transactions.Sponsor Group, on the one hand, and a third party other than the Sponsor Group, on the other hand, AMHC and the Company Group may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party. * * * * *

Conflicts and Privilege. (a) The Parties acknowledge Each of Pubco, Parent and agree, the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, after the Closing, the Parent Surviving SPACSubsidiary and the Company Surviving Subsidiary) (all such Parties the “Waiving Parties”), that, in that each of Xxxxxxx GPM LLP (“Xxxxxxx”) and Xxxxxxxx & Sterling LLP (“Shearman”) may represent the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ the Company or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) Company Surviving Subsidiary (collectively, the “DSAQ TV Ammo Group”)), in each case solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Waiving Parties, and each of Pubco, Parent and the Company, on behalf of itself and the one handWaiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxxx’x and (ii) PubCo and/or Xxxxxxxx’x prior representation of the Company, its Subsidiaries or of Waiving Parties. Each of Pubco, Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Principal Shareholder GroupWaiving Parties and Xxxxxxx or Shearman, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganization) between transactions contemplated hereby or among Sponsor and/or thereby, or any other member matter relating to any of the DSAQ Groupforegoing, on are privileged communications that do not pass to the one handCompany Surviving Subsidiary notwithstanding the Company Merger, and Xxxxxxxxinstead survive, on remain with and are controlled by the other hand TV Ammo Group (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege without any waiver thereof. Parent, Pubco and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCoCompany, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Company Surviving SPAC or their respective Subsidiary and its Subsidiaries, in any Proceeding Action against or involving any of the Parties after the Closing, and PubCo Parent, Pubco and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the TransactionsMergers.

Conflicts and Privilege. (a) The Parties acknowledge Each of Parent and agree, the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, after the Closing, the Surviving SPACCorporation) (all such Parties the “Waiving Parties”), that, in that each of Xxxxxxx GPM LLP (“Xxxxxxx”) and Shearman & Sterling LLP (“Shearman”) may represent the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ the Company or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) Surviving Corporation (collectively, the “DSAQ TV Ammo Group”)), in each case solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Waiving Parties, and each of Parent and the Company, on behalf of itself and the one handWaiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxxx’x and (ii) PubCo and/or Xxxxxxxx’x prior representation of the Company, its Subsidiaries or of Waiving Parties. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Principal Shareholder GroupWaiving Parties and Xxxxxxx or Shearman, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganization) between transactions contemplated hereby or among Sponsor and/or thereby, or any other member matter relating to any of the DSAQ Groupforegoing, on are privileged communications that do not pass to the one handSurviving Corporation notwithstanding the Merger, and Xxxxxxxxinstead survive, on remain with and are controlled by the other hand TV Ammo Group (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege without any waiver thereof. Parent and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCoCompany, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Corporation and its Subsidiaries, in any Proceeding Action against or involving any of the Parties after the Closing, and PubCo Parent and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the TransactionsMerger.

Conflicts and Privilege. Each of the Parties hereto acknowledges and agrees that Xxxxxxx Procter LLP (a“Xxxxxxx”) has acted as counsel to the Company Entities, their Subsidiaries and the Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. The Parties acknowledge Purchaser hereby consents and agreeagrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Company Entities and their Subsidiaries to consent and agree to and irrevocably waive and not assert any conflict of interest arising from or in connection with, Xxxxxxx representing the Seller after the Closing, including with respect to disputes in which the interests of the Seller may be directly adverse to the Purchaser and its Affiliates (including the Company Entities and their Subsidiaries). The Purchaser further agrees, on behalf of their respective successors and assigns (includingitself and, after the Closing, on behalf of the Surviving SPAC)Company Entities and their Subsidiaries, that, that all communications in the event a dispute with respect to this Agreement, the Transactions any form or the Hunch Reorganization arises after the Closing format whatsoever between or among (i) Sponsorany of Xxxxxxx, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor Seller, the Company Entities and/or any of the foregoing persons their Subsidiaries, or any of their respective directors, members, partners, officers, employees or Affiliates (other than representatives that relate in any way to the Principal Shareholder or negotiation, documentation and consummation of the Blade Group) Transaction (collectively, the “DSAQ Group”), on the one hand, and (ii) PubCo and/or any member of the Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, arising out of, or relating to, this Agreement, any other Transaction Document, the Transactions or the Hunch Reorganization) between or among Sponsor and/or any other member of the DSAQ Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Deal Communications”)) shall be deemed to be retained and owned by Seller, the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closingbe controlled by Seller, and shall not pass to or be claimed by the Purchaser, the Company Entities or any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by PubCoSeller and shall not pass to or be claimed by Purchaser, the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any privileged Company Entity or a Subsidiary, on the one hand, and a third party other than the Seller, on the other hand, the Purchaser, the Company Entities or the Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that none of the Purchaser, the Company Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by Xxxxxxx constitute property of its clients, only Seller shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (i) intentionally access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by PubCo prior seeking to have Seller waive the Closing with DSAQ attorney-client or Sponsor under a common interest agreement shall remain other privilege, or by otherwise asserting that the privileged communications Purchaser, any Company Entity or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Xxxxxxx. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Privileged Deal Communications, whether located in all other confidential and privileged information relating to the records or email server of PubCoCompany Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after following the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.Purchaser shall have full rights with respect thereto. [Signatures on Next Page]

Conflicts and Privilege. (a) The Parties acknowledge Acquiror and agreethe Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Closing between or among (ix) the Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Acquiror or the Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupSurviving Company) (collectively, the “DSAQ Acquiror Group”), on the one hand, and (iiy) PubCo the Surviving Company and/or any member of the Principal Shareholder Company Group, on the other hand, any legal counsel, including Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP (“XxxxxxxxSkadden”), that represented DSAQ Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the DSAQ Group Acquiror Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACCompany, and even though such counsel may have represented PubCo and/or the Surviving SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC Company and/or the Sponsor. The PartiesAcquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Ancillary Agreements or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the DSAQ Acquiror Group, on the one hand, and XxxxxxxxSkadden, on the other hand (the “Xxxxxxxx Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the DSAQ Acquiror Group after the Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by PubCo the Company prior to the Closing with DSAQ Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCothe Surviving Company. PubCoAcquiror and the Company, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Skadden Privileged Communications, whether located in the records or email server of PubCoAcquiror, the Surviving SPAC Company or their respective Subsidiaries, in any Proceeding Action against or involving any of the Parties parties after the Closing, and PubCo Acquiror and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Skadden Privileged Communications, by virtue of the TransactionsMerger.

Conflicts and Privilege. (a) The Parties acknowledge Acquiror and agreethe Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCorporation), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Closing between or among (ix) the Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Acquiror or the Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupSurviving Corporation) (collectively, the “DSAQ Reinvent Group”), on the one hand, and (iiy) PubCo the Surviving Corporation and/or any member of the Principal Shareholder Joby Aero Group, on the other hand, any legal counsel, including Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP (“XxxxxxxxSkadden”), that represented DSAQ Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the DSAQ Group Reinvent Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACCorporation, and even though such counsel may have represented PubCo and/or the Surviving SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC Corporation and/or the Sponsor. The PartiesAcquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCorporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Ancillary Agreements or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the DSAQ Reinvent Group, on the one hand, and XxxxxxxxSkadden, on the other hand (the “Xxxxxxxx Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the DSAQ Reinvent Group after the Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by PubCo the Company prior to the Closing with DSAQ Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCothe Surviving Corporation. PubCoAcquiror and the Company, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Skadden Privileged Communications, whether located in the records or email server of PubCothe Acquiror, the Surviving SPAC Corporation or their respective Subsidiaries, in any Proceeding Action against or involving any of the Parties parties after the Closing, and PubCo Acquiror and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Skadden Privileged Communications, by virtue of the TransactionsMerger.

Conflicts and Privilege. (a) The Each of the Parties acknowledge hereby agrees, on its own behalf and agree, on behalf of their respective successors and assigns (includingits directors, after the Closing, the Surviving SPAC), that, in the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons respective directorsmanagers, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) (collectivelyand Affiliates, the “DSAQ Group”), on the one hand, and (ii) PubCo and/or any member that each of the Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx Wxxxxxx Xxxx & Xxxxx Gxxxxxxxx LLP (“XxxxxxxxWillkie”)) and Lxxxxx & Wxxxxxx, that represented DSAQ and/or Sponsor prior LLP (“Latham”) may serve as counsel to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACS1 Holdco, Protected and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors Subsidiaries (individually and assigns (includingcollectively, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made “Seller Group”) in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, arising out of, or relating to, of this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that, following consummation of such transactions, Willkie and Latham (and any other Transaction Documentof their respective successors) may serve as counsel to Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action or obligation arising out of or relating to this Agreement, the Transactions Transaction Agreements and the transactions contemplated hereby and thereby, notwithstanding such representation or the Hunch Reorganization) between any continued representation of S1 Holdco, Protected or among Sponsor and/or any other member of their respective Subsidiaries, and each of the DSAQ Group, Parties (on the one handits own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and Xxxxxxxxeach of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of counsel representing S1 Holdco, Protected or any of their respective Subsidiaries in connection with this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by S1 Holdco on behalf of the other hand Seller Group. As to any privileged attorney-client communications between counsel and S1 Holdco, Protected and any of their respective Subsidiaries in connection with this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby prior to the Closing Date (collectively, the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the ClosingFounders, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoingTxxxxx, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCoX0 Holdco, Protected, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, Communications in any Proceeding action against or involving any of the Parties after the Closing. In addition, if the Transactions are consummated, all Privileged Communications related thereto will become the property of (and be controlled by) S1 Holdco, Protected and their respective direct or indirect equityholders, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue none of the TransactionsFounders, Trebia or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them.

Conflicts and Privilege. (a) The Parties acknowledge SPAC, the Company, MultiplAI, and agreeMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACSubsidiary), hereby agree that, in the event a dispute with respect to this Agreement, Agreement or the Transactions or the Hunch Reorganization arises after the Closing between or among (ix) the Sponsor, APx Corp Sponsor Group I, LLC, a Cayman Islands limited liability company, the former shareholders or holders of other equity interests of DSAQ SPAC or stockholders or holders of other equity interests of the Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupSurviving Subsidiary) (collectively, the “DSAQ SPAC Group”), on the one hand, and (iiy) PubCo MultiplAI, the Surviving Subsidiary and/or any member of the Principal Shareholder Company Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP Xxxxxxxxx Xxxxxxx, P.A. (“XxxxxxxxXxxxxxxxx”), that represented DSAQ SPAC and/or Sponsor the Sponsor, prior to the Closing may represent the Sponsor and/or any other member of the DSAQ Group SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACSubsidiary, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving Subsidiary and/or any member of the SPAC and/or Group. SPAC, MultiplAI, the Sponsor. The PartiesCompany and Merger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACSubsidiary), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, Document or the Transactions or the Hunch Reorganization) between or among SPAC, the Sponsor and/or any other member of the DSAQ SPAC Group, on the one hand, and XxxxxxxxXxxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to members of the DSAQ SPAC Group after the Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Subsidiary. Notwithstanding the foregoing, any privileged communications or information shared by PubCo the Company or Merger Sub prior to the Closing with DSAQ SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the TransactionsCompany.