Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.

Conflicts and Privilege. (a) The CompanyEach of the parties to this Agreement hereby agrees, SPAC on its own behalf and the Acquisition Entities, on behalf of their respective successors and assignsits stockholders, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectivelyand affiliates, the “Altimeter Group”)that Gxxxxxxxx Txxxxxx, on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“RopesGxxxxxxxx”), that represented SPAC or the Sponsor prior ) may serve as counsel to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made Company in connection with the negotiation, preparation, executionexecution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, delivery and performance underthat, following consummation of the Transactions, Gxxxxxxxx may serve as counsel to any Indemnifying Stockholder, any Company Stockholder or any dispute stockholder, director, officer, employee or Action affiliate of any of Indemnifying Stockholder or any Company Stockholder any action, suit or proceeding directly or indirectly arising out of or relating to, to this Agreement, any Transaction Documents the Ancillary Agreements or the transactions contemplated hereby Transactions or thereby) between to interpret, apply or among SPACenforce this Agreement, the Sponsor Ancillary Agreements or the Transactions or for recognition or enforcement of any judgment relating thereto or any other member matter, notwithstanding such representation (or continued representation) of the Altimeter Group, on Company and each of the one handparties to this Agreement hereby consents thereto and waives any conflict of interest arising therefrom, and Ropeseach of such parties shall cause any of its respective affiliates to consent to waive any conflict of interest arising from such representation to the fullest extent permitted by Law. (b) Each of the Parent Entities further agrees that, on as to all communications among Gxxxxxxxx, the other handCompany, the Indemnifying Stockholders or the Company Stockholders that relate in any way to this Agreement, the Ancillary Agreements or the Transactions, the attorney/-client privilege and the expectation of client confidence shall survive the Mergers and belong belongs to the Altimeter Group after the Acquisition Closing, relevant Indemnifying Stockholders or Company Stockholders and may be controlled by such Indemnifying Stockholders or Company Stockholders and shall not pass to or be claimed or controlled by PubCo Parent, Merger Sub or the Surviving Corporation. Company. (c) Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directorsParent, members, partners, officers, employees or Affiliates (other than PubCo Merger Sub or the Surviving Corporation) (collectively, the “Grab Group”)Company, on the one hand, and (y) any Third Party after the Effective Time, the Surviving Corporation or any member may assert the attorney-client privilege to prevent disclosure of confidential communications by Gxxxxxxxx to such Third Party; provided that the Surviving Company may not waive such privilege without the prior written consent of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Relevant Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving CorporationInsiders.

Conflicts and Privilege. (a) The Company, SPAC Company Sub, Gulliver Media and the Acquisition Entities, on behalf of their respective successors SNI acknowledge and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between any or among (x) the Sponsorall of SNI, Gulliver Media, Company, Company Sub, the shareholders or holders of other equity interests of SPAC or the Sponsor Travel Channel Entities or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”)Affiliates, on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab GroupCox TMI and its Affiliates, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing Dow Xxxxxx PLLC may represent the Sponsor any or all of Cox TMI and any other member of the Altimeter Group, its Affiliates in such dispute even though the interests of such Persons Cox TMI and its Affiliates may be directly adverse to PubCo SNI, Gulliver Media, Company, Company Sub, any of the Travel Channel Entities or the Surviving Corporationtheir respective Affiliates, and even though such counsel Dow Xxxxxx PLLC may have represented SPAC any of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for PubCoSNI, the Surviving Corporation or the Sponsor. The Gulliver Media, Company, SPAC and the Acquisition EntitiesCompany Sub, on behalf any Travel Channel Entity or any of their respective successors Affiliates. Company, Company Sub, Gulliver Media SNI and assigns (including, after the Acquisition Closing, the Surviving Corporation), further Cox TMI agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter GroupDow Xxxxxx PLLC, on the one hand, and RopesCox TMI, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates, on the other hand, that relate to the Transactions, the attorney/-client privilege and the expectation of client confidence shall survive the Mergers belongs to Cox TMI and belong to the Altimeter Group after the Acquisition Closingits Affiliates (other than Company, Company Sub, or any Travel Channel Entity), and shall not pass to or be claimed or controlled by PubCo SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in the Surviving Corporationevent of a legal dispute with any of Cox TMI or its Affiliates. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”)Affiliates, on the one hand, and (y) the Surviving Corporation a Person other than Cox TMI or any member of the Altimeter Groupits Affiliates, on the other hand, any legal counselafter the Closing, including Skaddenthen SNI, ArpsGulliver Media, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and Company Sub, the Acquisition Entities, on behalf applicable Travel Channel Entity or any of their respective successors and assigns (includingAffiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Dow Xxxxxx PLLC to such Person; provided, after the Acquisition Closinghowever, the Surviving Corporation)that none of SNI, further agree thatGulliver Media, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiationCompany, preparationCompany Sub, execution, delivery and performance under, any Travel Channel Entity or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents their respective Affiliates may waive such privilege without the prior written consent of Cox TMI or the transactions contemplated hereby or thereby) between or among the Company or any member applicable Affiliate of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving CorporationCox TMI.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition EntitiesIt is acknowledged by each party hereto, on behalf of their respective successors itself and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective its directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that the Company and, through the Company, the Company Equityholder have retained Xxxxx Day to act as their legal counsel in connection with the transactions contemplated by this Agreement. Each of Acquiror and Merger Sub hereby agrees that, in the event of any dispute, litigation, claim, proceeding or arbitration (a “Dispute”) arising after the Closing relating to the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby (the “Representation”), Xxxxx Day may represent the Company Equityholder and its Affiliates (other than PubCo including their respective direct and indirect owners or the Surviving Corporationshareholders) (collectively, the “Altimeter GroupRepresented Entities”), on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute Dispute, even though the interests of such Persons the Represented Entities may be directly adverse to PubCo or Acquiror, the Surviving CorporationCompany or any of their respective Affiliates, and even though such counsel Xxxxx Day may formerly have represented SPAC Acquiror, the Company or any of their respective Affiliates in a matter substantially related to such disputeDispute, or may be handling ongoing matters for PubCoAcquiror, the Surviving Corporation Company or the Sponsorany of their respective Affiliates. The Company, SPAC Acquiror and the Acquisition EntitiesMerger Sub, on behalf of their respective successors themselves and assigns the other Waiving Parties, hereby consent to and waive (including, after the Acquisition Closingand will not assert) any conflict of interest or any claim or objection arising therefrom or relating thereto. (b) Acquiror and Xxxxxx Sub further agrees that all communications among Xxxxx Day, the Surviving CorporationCompany, the Company Equityholder and the Represented Entities that relate in any way to the Representation (including all of the client files and records in the possession of Xxxxx Day related thereto) constitute attorney-client privileged communications between the Represented Entities and Xxxxx Day (collectively, the “Privileged Deal Communications”), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other hand, the attorney/-client privilege and the expectation of client confidence shall survive the Mergers and belong belongs to the Altimeter Group after Represented Entities, may be controlled by the Acquisition Closing, Represented Entities and shall not pass to or be claimed or controlled by PubCo Acquiror, the Company or the Surviving CorporationCompany. All Privilege Rights shall survive the Closing and remain in full force and effect thereafter. Effective as of the Closing, all Privilege Rights are hereby assigned by the Company to, and shall be controlled, from and after the Closing, exclusively by, the Represented Entities. From and after the Closing, Acquiror and the Surviving Company, on behalf of itself and the Waiving Parties, waives and shall not assert any attorney-client privilege with respect to the Privileged Deal Communications. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC if a Dispute arises between Acquiror or the Sponsor under Surviving Company and a common interest agreement shall remain the privileged communications third party, Acquiror or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and Company may assert confidentiality protection or the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute attorney-client privilege with respect to this Agreement or the transactions contemplated hereby arises after Privileged Deal Communications to prevent the Acquisition Closing between or among (x) disclosure thereof; provided, however, that the shareholders or holders of other equity interests Surviving Company may not waive such privilege without the prior written consent of the Company Equityholder. Xxxxx Day shall not have any duty whatsoever to reveal or disclose any of the Privileged Deal Communications or files to any of Acquiror, the Surviving Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or Waiving Parties by reason of any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo attorney-client relationship between Xxxxx Day and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporationotherwise.

Conflicts and Privilege. (a) The Company, SPAC SPAC, Merger Sub I and the Acquisition EntitiesMerger Sub II, 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 Transaction arises after the Acquisition Closing between or among (xi) the Sponsor, the shareholders or holders of other equity interests any Equity Securities of SPAC SPAC, or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo the Company or the Second Surviving CorporationSubsidiary) (collectively, the “Altimeter Gesher Group”), on the one hand, and (yii) PubCo, the Surviving Corporation Company or any member of the Grab Freightos Group, on the other hand, then any legal counsel, including Ropes & Gray LLP (“Ropes”)BCLP, that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Gesher Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo the Company or the Second Surviving CorporationSubsidiary, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC SPAC, Merger Sub I and the Acquisition EntitiesMerger Sub II, on behalf of their respective successors and assigns (including, after including the Acquisition Closing, the Second Surviving Corporation), Subsidiary) further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or therebyTransaction) between or among SPAC, the Sponsor or any other member of the Altimeter Gesher Group, on the one hand, and RopesBCLP, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers Merger and belong to the Altimeter Gesher Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo the Company or the Second Surviving CorporationSubsidiary. Notwithstanding Further, the foregoingCompany, SPAC, Merger Sub I and Merger Sub II agree that any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo the Company and the Second Surviving CorporationSubsidiary. (b) The Company, SPAC SPAC, Merger Sub I and the Acquisition EntitiesMerger Sub II, 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 Transaction arises after the Acquisition Closing between or among (xi) the shareholders or holders of other equity interests any Equity Securities of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo the Company or the Second Surviving CorporationSubsidiary) (collectively, the “Grab Freightos Group”), on the one hand, and (yii) the Company, the Second Surviving Corporation Subsidiary or any member of the Altimeter Gesher Group, on the other hand, then any legal counsel, including SkaddenDLA, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Freightos Group in such dispute even though the interests of such Persons may be directly adverse to PubCo the Company and the Second Surviving CorporationSubsidiary, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC SPAC, Merger Sub I and the Acquisition EntitiesMerger Sub II, on behalf of their respective successors and assigns (including, after including the Acquisition Closing, the Second Surviving CorporationSubsidiary), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or therebyTransaction) between or among the Company or any member of the Grab Freightos Group, on the one hand, and Skadden or Xxxxxx XxxxxxxDLA, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers Merger and belong to the Grab Freightos Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo the Company or the Second Surviving CorporationSubsidiary. Notwithstanding Further, the foregoingCompany, SPAC Merger Sub I and Merger Sub II agree that any privileged communications or information shared by SPAC or Sponsor any member of the Freightos Group prior to the Acquisition Closing with the Company Company, SPAC, or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo or such member of the Surviving CorporationFreightos Group.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that each of the Securityholders’ Representative and SupplyPike has retained Xxxxxxx Procter LLP (a“Xxxxxxx”) The Company, SPAC to act as its counsel in connection with the Contemplated Transactions. Parent and the Acquisition Entities, on behalf of their respective successors and assigns, Merger Sub hereby agree that, that in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor Parent or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”)its Subsidiaries, on the one hand, and (y) PubCo, the Surviving Corporation Securityholders’ Representative or any member of the Grab GroupSecurityholders or SupplyPike, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing Xxxxxxx may represent the Sponsor or any other member of the Altimeter GroupSecurityholders’ Representative, Securityholders and/or SupplyPike in such dispute even though the interests of such Persons the Securityholders’ Representative, Securityholders and/or SupplyPike may be directly adverse to PubCo Parent or the Surviving Corporationany of its Subsidiaries, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving CorporationCorporation or its Subsidiaries. The Company, SPAC Parent and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), Merger Sub further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab GroupXxxxxxx, on the one hand, and Skadden or Xxxxxx Xxxxxxxthe Company, the Securityholders’ Representative, any Securityholder and/or SupplyPike, on the other hand, that relate in any way to the Contemplated Transactions or a similar transaction prior to the Closing, the attorney/-client privilege and the expectation of client confidence shall survive the Mergers and belong belongs to the Grab Group after Securityholders’ Representative and the Acquisition ClosingSecurityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and may be controlled by the Securityholders’ Representative and Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and shall not pass to or be claimed or controlled by PubCo or Parent, Merger Sub, the Surviving CorporationCorporation or any of its Subsidiaries. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to in the Acquisition Closing with the Company under event that a common interest agreement shall remain the privileged communications or information of PubCo or dispute arises between Parent, the Surviving CorporationCorporation or any of its Subsidiaries, on the one hand, and a third party other than the Securityholders’ Representative, a Securityholder or SupplyPike, on the other hand, Parent, the Surviving Corporation or any of its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent, the Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Securityholders’ Representative, or with respect to matters under the SupplyPike Agreements, SupplyPike.

Conflicts and Privilege. (a) The Company, SPAC Parent and the Acquisition EntitiesCAG, on behalf of their respective successors and assignsassigns hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the shareholders or holders of other equity interests of Parent and/or any of their respective directors, members, partners, officers, employees, or Affiliates (other than Parent) (collectively, the “Parent Group”), on the one hand, and Parent and/or any member of the Company Conflict Group, on the other hand, any legal counsel (including Gxxxxxxx Mxxxxx) that represented Parent prior to the Closing may represent any other member of the Parent Group in such dispute, even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling ongoing matters for Parent and/or any other member of the Company Conflict Group. Parent and CAG further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Gxxxxxxx Mxxxxx) that represented Parent and/or any other member of the Parent Group prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Parent Group and shall be controlled by the Parent Group, and shall not pass to or be claimed or controlled by Parent or CAG. Notwithstanding the foregoing, any privileged communications or information shared by CAG prior to the Closing with Parent and/or any other member of the Parent Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of Parent. (b) CAG and Parent, 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 Acquisition Closing between or among (x) the Sponsor, the shareholders stockholders or holders of other equity interests of SPAC or the Sponsor or CAG and/or any of their respective directors, members, partners, officers, employees employees, or Affiliates (other than PubCo or the Surviving CorporationParent) (collectively, the “Altimeter Company Conflict Group”), on the one hand, and (y) PubCo, the Surviving Corporation or Companies and/or any member of the Grab Parent Group, on the other hand, any legal counsel, counsel (including Ropes & Gray LLP (“Ropes”), Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP) that represented SPAC or the Sponsor CAG prior to the Acquisition Closing may represent the Sponsor or Parent and any other member of the Altimeter Group, Company Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving CorporationCompanies, and even though such counsel may have represented SPAC CAG in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the SponsorCompanies. The Company, SPAC Parent and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), CAG further agree that, as to all legally privileged communications prior to the Acquisition Closing between or among any legal counsel (made including Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP) that represented the Companies prior to the Closing and any one or more such Persons that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or way to the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other handhereby, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong belongs to the Altimeter Company Group after the Acquisition Closingand shall be controlled by CAG, and shall not pass to or be claimed or controlled by PubCo Parent (after giving effect to the Closing) or the Surviving CorporationCompanies. Notwithstanding the foregoing, any privileged communications or information shared by the Company Parent prior to the Acquisition Closing with SPAC or any member of the Sponsor Company Group under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationParent. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition EntitiesParties, on behalf of their respective successors and assignsassigns (including, after the Amalgamation Effective Time, the Amalgamated Company), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any other Transaction Document or the transactions contemplated hereby Transactions arises after the Acquisition Closing Amalgamation Effective Time between or among (x) the Sponsor, the shareholders or holders of other equity interests Equity Securities of SPAC Parent or the Sponsor or and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving CorporationAmalgamated Company) (collectively, the “Altimeter Parent Group”), on the one hand, and (y) PubCo, the Surviving Corporation or Amalgamated Company and/or any member of the Grab Company Group, on the other hand, any legal counsel, including Ropes Shearman & Gray Sterling LLP (“RopesShearman”), that represented SPAC or Parent and/or the Sponsor prior to the Acquisition Closing Amalgamation Effective Time may represent the Sponsor or and/or any other member of the Altimeter Group, Parent Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving CorporationAmalgamated Company, and even though such counsel may have represented SPAC Parent in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or Amalgamated Company and/or the Sponsor. The Company, SPAC and the Acquisition EntitiesParties, on behalf of their respective successors and assigns (including, after the Acquisition ClosingAmalgamation Effective Time, the Surviving CorporationAmalgamated Company), further agree that, as to all legally privileged communications prior to the Acquisition Closing Amalgamation Effective Time (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents Document or the transactions contemplated hereby or therebyTransactions) between or among SPACParent, the Sponsor or and/or any other member of the Altimeter Parent Group, on the one hand, and RopesShearman, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers Amalgamation and belong to the Altimeter Parent Group after the Acquisition ClosingAmalgamation Effective Time, and shall not pass to or be claimed or controlled by PubCo or the Surviving CorporationAmalgamated Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company Group Companies prior to the Acquisition Closing Amalgamation Effective Time with SPAC Parent, Amalgamation Sub or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporationapplicable Group Company. (b) The Company, SPAC and the Acquisition EntitiesParties, on behalf of their respective successors and assignsassigns (including, after the Amalgamation Effective Time, the Amalgamated Company), hereby agree that, in the event a dispute with respect to this Agreement Agreement, the other Transaction Documents or the transactions contemplated hereby Transactions arises after the Acquisition Closing Amalgamation Effective Time between or among (x) the shareholders or holders of other equity interests Equity Securities of any of the Company or Group Companies, the Sole Shareholder and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or including the Surviving CorporationAmalgamated Company) (collectively, the “Grab Company Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Parent Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxxxx Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx Xxxxxxxxx US LLP (“Xxxxxx XxxxxxxXxxx”) ), that represented any of the Company Group Companies or the Sole Shareholder prior to the Acquisition Closing Amalgamation Effective Time may represent any member of the Grab Company Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving CorporationAmalgamated Company, and even though such counsel may have represented the Company Group Companies and/or the Sole Shareholder in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo the Amalgamated Company, the Group Companies and the Surviving Corporation. The Company, SPAC and the Acquisition EntitiesSole Shareholder, on behalf of their respective successors and assigns (including, after the Acquisition ClosingAmalgamation Effective Time, the Surviving CorporationAmalgamated Company), and further agree that, as to all legally privileged communications prior to the Acquisition Closing Amalgamation Effective Time (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among the Company or Group Companies, the Sole Shareholder and/or any member of the Grab Company Group, on the one hand, and Skadden or Xxxxxx XxxxxxxXxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers Amalgamation and belong to the Grab Company Group after the Acquisition ClosingAmalgamation Effective Time, and shall not pass to or be claimed or controlled by PubCo or the Surviving CorporationAmalgamated Company. Notwithstanding the foregoing, any privileged communications or information shared by SPAC Parent or Sponsor Amalgamation Sub prior to the Acquisition Closing Amalgamation Effective Time with the Company Group Companies or the Sole Shareholder under a common interest agreement shall remain belong to the privileged communications or information of PubCo or the Surviving CorporationSponsor.

Conflicts and Privilege. (a) The CompanyEach of Pubco, SPAC Parent and the Acquisition Entities, Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assignsassigns (including, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among Closing, the Parent Surviving Subsidiary and the Company Surviving Subsidiary) (xall such Parties the “Waiving Parties”), that ArentFox Schiff LLP (“AFS”) the Sponsor, may represent the shareholders or holders of other equity interests of SPAC or the Sponsor Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Company Surviving Corporation) Subsidiary (collectively, the “Altimeter YD 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 AFS’s prior representation of the Company, its Subsidiaries or of Waiving Parties. Each of Pubco, Parent and (y) PubCothe Company, for itself and the Surviving Corporation 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 Grab GroupWaiving Parties and AFS, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member matter relating to any of the Altimeter Groupforegoing, on the one hand, and Ropes, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group after the Acquisition Closing, and shall are privileged communications that do not pass to or be claimed or the Company Surviving Subsidiary notwithstanding the Company Merger, and instead survive, remain with and are controlled by PubCo or the Surviving CorporationYD Group (the “Privileged Communications”), without any waiver thereof. Notwithstanding the foregoingParent, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo Pubco and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute together with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directorsAffiliates, membersSubsidiaries, partnerssuccessors or assigns, officers, employees agree that no Person may use or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), rely on the one hand, and (y) the Surviving Corporation or any member of the Altimeter GroupPrivileged Communications, on whether located in the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented records or email server of the Company prior to the Acquisition Closing may represent Surviving Subsidiary and its Subsidiaries, in any member Action against or involving any of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, Parties after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall Parent, Pubco and the Company agree not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, assert that any privileged communications or information shared by SPAC or Sponsor prior privilege has been waived as to the Acquisition Closing with Privileged Communications, by virtue of the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving CorporationMergers.

Conflicts and Privilege. (a) The CompanyEach of the parties hereto, SPAC on its own behalf and the Acquisition Entities, on behalf of their respective successors its Related Persons (including, after the Acquisition Closing Date, the Surviving Subsidiary Corporation and assignsthe Company Subsidiaries), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Acquisition Closing Date between or among (x) the Sponsor, the shareholders or holders of other equity interests equityholders of SPAC or the equityholders of the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than PubCo or SPAC, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries) (collectively, the “Altimeter Sponsor Group”), on the one hand, and (y) PubCoSPAC, the Surviving Corporation or Subsidiary Corporation, any member Company Subsidiary and/or any of the Grab Grouptheir Related Persons, on the other hand, any legal counsel, including Ropes XxXxxxxxx Will & Gray Xxxxx LLP (“RopesXxXxxxxxx”), that represented SPAC or and/or any member of the Sponsor Group prior to the Acquisition Closing Date may represent the Sponsor or any other member of the Altimeter Group, Sponsor Group in such dispute even though the interests of such Persons persons may be directly adverse to PubCo or SPAC, the Surviving Subsidiary Corporation, any Company Subsidiary and/or any of their Related Persons and even though such counsel may have represented SPAC and/or any member of the Sponsor Group in a matter substantially related to such dispute, or may be handling ongoing matters for PubCoSPAC, the Surviving Corporation or Subsidiary Corporation, any Company Subsidiary and/or any member of the SponsorSponsor Group. The Company, SPAC and the Acquisition EntitiesCompany, on behalf of their respective successors and assigns and their Related Persons (including, after the Acquisition ClosingClosing Date, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries), further agree that, as to all legally privileged communications prior to the Acquisition Closing Date (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among SPAC, the Sponsor or SPAC and/or any other member of the Altimeter Sponsor Group, on the one hand, and RopesXxXxxxxxx, on the other hand, the attorney/-client privilege and the expectation of client confidence shall survive the Mergers Acquisition Merger and belong to the Altimeter Sponsor Group after the Acquisition ClosingClosing Date, and shall not pass to or be claimed or controlled by PubCo or SPAC, the Surviving Corporation. Notwithstanding the foregoing, Subsidiary Corporation or any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationSubsidiary. (b) The CompanyEach of the parties hereto, SPAC on its own behalf and the Acquisition Entities, on behalf of their respective successors its Related Persons (including, after the Acquisition Closing Date, the Surviving Subsidiary Corporation and assignsthe Company Subsidiaries), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Acquisition Closing Date between or among (x) the shareholders or holders of other equity interests equityholders of the Company and/or or any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than PubCo or the Surviving Subsidiary Corporation) (collectively, the “Grab Company Group”), on the one hand, and (y) the Domesticated SPAC, the Surviving Subsidiary Corporation or any member of the Altimeter Grouptheir Subsidiaries or affiliates, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxx Xxxxxxxx LLP (“SkaddenXxxxxx”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) ), that represented the Company prior to the Acquisition Closing Date may represent any member of the Grab Company Group in such dispute even though the interests of such Persons persons may be directly adverse to PubCo and the Domesticated SPAC or the Surviving Corporation, Subsidiary Corporation or the Company Subsidiaries and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Domesticated SPAC or the Surviving CorporationSubsidiary Corporation or the Company Subsidiaries. The Company, SPAC and the Acquisition EntitiesCompany, on behalf of their respective successors and assigns and their Related Persons (including, after the Acquisition ClosingClosing Date, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries), further agree that, as to all legally privileged communications prior to the Acquisition Closing Date (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among the Company or any member of the Grab Company Group, on the one hand, and Skadden or Xxxxxx XxxxxxxXxxxxx, on the other hand, the attorney/-client privilege and the expectation of client confidence shall survive the Mergers Acquisition Merger and belong to the Grab Company Group after the Acquisition ClosingClosing Date, and shall not pass to or be claimed or controlled by PubCo the Domesticated SPAC or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Subsidiary Corporation.

Conflicts and Privilege. (a) The CompanyAcquiror, SPAC the Company and the Acquisition Entities, on behalf of their respective successors and assigns, Holder Representative hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) Acquiror, the GPIAC Designated Directors and/or the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) PubCothe Company, the Surviving Corporation or any member of Pre-Closing Holders, the Grab GroupHolder Representative and/or the Escrow Stockholders, on the other hand, any legal counselcounsel (including Skadden, including Ropes Arps, Slate, Mxxxxxx & Gray LLP (“Ropes”), Fxxx LLP) that represented SPAC or Acquiror, the GPIAC Designated Directors and/or the Sponsor prior to the Acquisition Closing may represent the GPIAC Designated Directors and/or Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons the GPIAC Designated Directors and/or Sponsor may be directly adverse to PubCo or the Surviving CorporationAcquiror, and even though such counsel may have represented SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for PubCoAcquiror, the Surviving Corporation or GPIAC Designated Directors and/or the Sponsor. The CompanyAcquiror, SPAC the Company and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), Holder Representative further agree that, as to all legally privileged communications prior to the Acquisition Closing between or among any legal counsel (made including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the GPIAC Designated Directors and/or the Sponsor prior to the Closing and any one or more such Persons that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or way to the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other handby this Agreement, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong belongs to the Altimeter Group after the Acquisition ClosingGPIAC Designated Directors and may be controlled by such GPIAC Designated Directors, and shall not pass to or be claimed or controlled by PubCo Acquiror (after giving effect to the Closing), the Company and the Holder Representative; provided that the GPIAC Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or the Surviving Corporationdefense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC Acquiror, Sponsor or the Sponsor GPIAC Appointed Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.

Conflicts and Privilege. (a) The Company, SPAC It is acknowledged by each of the Parties hereto that the Securityholder Representative and the Acquisition Entities, on behalf of Majority Stockholder Entity has retained Xxxxxxx Procter LLP (“Xxxxxxx”) to act as their respective successors counsel and assigns, as counsel to the Company in connection with the transactions contemplated hereby. The Purchaser and the Company hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), Purchaser Indemnified Party on the one hand, and (y) PubCo, the Surviving Corporation or any member of Securityholder Representative and/or the Grab Group, Majority Stockholder Entity on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor prior with respect to the Acquisition Closing Transactions, Xxxxxxx may represent the Sponsor or any other member of Securityholder Representative and the Altimeter Group, Majority Stockholder Entity in such dispute even though the interests of such Persons the Securityholder Representative and the Majority Stockholder Entity may be directly adverse to PubCo or the Surviving CorporationPurchaser Indemnified Parties (including the Company and each of its Subsidiaries), and even though such counsel Xxxxxxx may have represented SPAC the Company and/or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the SponsorCompany and/or its Subsidiaries. The Company, SPAC Purchaser and the Acquisition EntitiesCompany further agree, on behalf and agree to cause all of their respective successors and assigns (includingthe Company’s Subsidiaries to agree, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior communications, in any form whatsoever, (x) among Xxxxxxx, the Company, the Subsidiaries of the Company, the Securityholder Representative and/or any Seller before Closing that relate in any way to the Acquisition Transactions and (y) Xxxxxxx, the Securityholder Representative and/or any Seller after Closing (made in connection with the negotiationcollectively, preparation, execution, delivery (x) and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC(y), the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other hand“Communications”), the attorney/-client privilege and the expectation of client confidence shall survive the Mergers and belong belongs to the Altimeter Group after Securityholder Representative and the Acquisition Closing, Majority Stockholder Entity and may be controlled only by the Securityholder Representative and the Majority Stockholder Entity and shall not pass to or be claimed by the Purchaser or controlled by PubCo or any Purchaser Indemnified Party (including the Surviving CorporationCompany and any Subsidiary of the Company). Notwithstanding In connection with the foregoing, any privileged communications or information shared by Purchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Company and the Company’s Subsidiaries to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (a) Xxxxxxx’x representation of the Company and/or the Company’s Subsidiaries prior to the Acquisition Closing with SPAC or respect to the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo Transactions and the Surviving Corporation. (b) The Company, SPAC Xxxxxxx’x representation of the Stockholder Representative and the Acquisition Entities, on behalf of their respective successors Majority Stockholder Entity prior to and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between Closing. To the extent that files or among (x) other materials maintained by Xxxxxxx constitute property of its clients that are or relate to Communications, only the shareholders Stockholder Representative and the Majority Stockholder Entity shall hold such property rights and Xxxxxxx shall have no duty to reveal or holders of disclose any such files or other equity interests of the Company materials or any Communications by reason of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”)any attorney-client relationship between Xxxxxxx, on the one hand, and (y) Purchaser, the Surviving Corporation Company or any member of the Altimeter GroupCompany’s Subsidiaries, on the other hand. Purchaser agrees that it will not, any legal counseland that it will cause the Company and the Company’s Subsidiaries not to, (i) access or use the Communications, including Skaddenby way of review of any electronic data, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such disputecommunications or other information, or may be handling ongoing matters for PubCo and by seeking to have the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, Securityholder Representative or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.Majority

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab Group, on the other hand, any legal counsel, including Ropes & Gray Xxxx LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, Entities hereby agree on behalf of their respective Non-Party Affiliates and each 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 Acquisition Closing between or among assigns (x) the Sponsorall such parties, the shareholders or holders “Company Counsel Waiving Parties”), that Xxxxxx Xxxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxxxx”) and Burnet, Xxxxxxxxx & Xxxxxx LLP (“BD&P”) may represent the equityholders of other equity interests of SPAC or the Sponsor Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo SPAC, the Acquisition Entities or the Surviving Corporationtheir respective Subsidiaries) (collectively, the “Altimeter Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Company Counsel Waiving Parties, and each of SPAC, the Acquisition Entities and the Company on behalf of itself and the Company Counsel Waiving 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 Xxxxxx Xxxxxxx’x or BD&P’s prior representation of the Company, its Subsidiaries or of Company Counsel Waiving Parties. SPAC, the Acquisition Entities and the Company, for itself and the Company Counsel 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 Company Counsel WP Group, on the one hand, and (y) PubCo, the Surviving Corporation or any member each of the Grab GroupXxxxxx Xxxxxxx and BD&P, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor made prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Ancillary Documents or the transactions Transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to the Company following the Closing, and instead survive, remain with and are controlled by the Company Counsel WP Group (the “Company Counsel Privileged Communications”), without any waiver thereof. SPAC, the Sponsor Acquisition Entities and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any other member of the Altimeter GroupCompany Counsel Privileged Communications, on whether located in the one handrecords or email server of the Company and its Subsidiaries, and Ropes, on in any Action against or involving any of the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group parties after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or SPAC, the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquisition Entities and the Company prior agree not to assert that any privilege has been waived as to the Acquisition Closing with SPAC or Company Counsel Privileged Communications, by virtue of the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationTransactions. (b) The CompanyEach of SPAC, SPAC the Acquisition Entities and the Acquisition Entities, Company hereby agrees on behalf of their respective Non-Party Affiliates and each of their respective successors and assignsassigns (all such parties, hereby agree thatthe “SPAC Counsel Waiving Parties”), in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among that Xxxxxxxx, Lipton, Xxxxx & Xxxx (x“Xxxxxxxx Xxxxxx”) and Xxxxx, Xxxxxx & Harcourt LLP (“Osler”) may represent the shareholders or holders of other equity interests of the Company Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab SPAC Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, on behalf of itself and the SPAC Counsel Waiving 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 Wachtell Lipton’s or Xxxxx’x prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, for itself and the SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or its Subsidiaries, or any other member of the SPAC Counsel WP Group, on the one hand, and (y) the Surviving Corporation or any member each of the Altimeter GroupWachtell Lipton and Osler, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company made prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Ancillary Documents or the transactions Transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to SPAC, PubCo or the Company or any member of following the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or instead survive, remain with and are controlled by PubCo the SPAC Counsel WP Group (the “SPAC Counsel Privileged Communications”), without any waiver thereof. SPAC, the Acquisition Entities and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Surviving Corporation. Notwithstanding SPAC Counsel Privileged Communications, whether located in the foregoingrecords or email server of SPAC and its Subsidiaries, in any privileged communications Action against or information shared by SPAC or Sponsor prior involving any of the parties after the Closing, and SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the Acquisition Closing with SPAC Counsel Privileged Communications, by virtue of the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving CorporationTransactions.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition EntitiesBuyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of Parent, the Company and/or any Subsidiary of the Company by Xxxxx & Xxxxxxx LLP, Xxxxx & Xxxxxxx LLP shall be allowed to represent any or all of Parent and its Affiliates in any matters and disputes adverse to Buyer, the Company, any Subsidiary of the Company and/or their respective successors and assigns, hereby agree thatAffiliates that either are existing on the date of this Agreement or arise in the future and, in each case, relate to the event a dispute with respect to negotiation, documentation and consummation of this Agreement or the transactions contemplated Transactions. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby (i) waives any claim that Buyer, the Company, any Subsidiary of the Company and their respective Affiliates have or may have that Xxxxx & Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Acquisition Closing between or among (x) the SponsorBuyer, the shareholders or holders Company, any Subsidiary of other equity interests of SPAC or the Sponsor Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”)Affiliates, on the one hand, and (y) PubCo, the Surviving Corporation any or any member all of the Grab GroupParent and its Affiliates, on the other hand, any legal counsel, including Ropes then Xxxxx & Gray Xxxxxxx LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor any or any other member all of the Altimeter Group, Parent and its Affiliates in such dispute even though the interests of such Persons any or all of Parent and its Affiliates may be directly adverse to PubCo or Buyer, the Surviving CorporationCompany, any Subsidiary of the Company and/or their respective Affiliates and even though such counsel Xxxxx & Xxxxxxx LLP may have represented SPAC the Company and/or any of its Subsidiaries in a matter substantially related to such dispute, dispute or may be handling ongoing matters for PubCoBuyer, the Surviving Corporation or the Sponsor. The Company, SPAC and any Subsidiary of the Acquisition EntitiesCompany and/or their respective Affiliates. Buyer, on behalf of their respective successors itself and assigns its Affiliates (includingwhich, after for this purpose, shall be deemed to include the Acquisition Closing, the Surviving CorporationCompany and its Subsidiaries), further agree agrees that, as to all legally privileged communications prior between or among Xxxxx & Xxxxxxx LLP and Parent, the Company, any Subsidiary of the Company and/or any of their respective Affiliates that relate to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery documentation and performance under, or any dispute or Action arising out consummation of or relating to, this Agreement, any Transaction Documents Agreement or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other handTransactions, the attorney/-client privilege and the expectation of client confidence belongs to Parent, shall survive the Mergers and belong to the Altimeter Group after the Acquisition Closing, be controlled by Parent and shall not pass to or be claimed by Buyer, the Company or controlled by PubCo or the Surviving Corporationany of its Subsidiaries. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event if a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the shareholders or holders of other equity interests of Buyer, the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”)its Subsidiaries, on the one hand, and a third party (y) the Surviving Corporation other than Parent or any member of the Altimeter Grouptheir respective Affiliates), on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation)then Buyer, further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of its Subsidiaries, to the Grab Groupextent applicable, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, may assert the attorney/-client privilege and the expectation to prevent disclosure to such third party of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closingconfidential communications involving Xxxxx & Xxxxxxx LLP; provided, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoinghowever, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with that neither the Company under a common interest agreement shall remain nor any of its Subsidiaries may waive such privilege without the privileged communications or information prior written consent of PubCo or the Surviving CorporationParent.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns, Company hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Acquisition Closing between or among (x) the SPAC and/or Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab GroupCompany, on the other hand, any legal counselcounsel (including Xxxxxx Xxxxxxx & Xxxx LLP, including Ropes Xxxxxxx Xxxxx LLP and Ellenoff Xxxxxxxx & Gray LLP (“Ropes”), Schole LLP) that represented SPAC or the and/or Sponsor prior to the Acquisition Closing (“Prior SPAC Counsel”) may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons Sponsor may be directly adverse to PubCo or the Surviving CorporationSPAC, and even though such counsel may have represented SPAC prior to the Closing in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged All pre-Closing communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter GroupPrior SPAC Counsel, on the one hand, and RopesSPAC or Sponsor, on the other hand, shall remain privileged after the attorney/client Closing and the privilege and the expectation of client confidence relating thereto shall survive the Mergers and belong solely to the Altimeter Group after the Acquisition ClosingSponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Company or controlled by PubCo or SPAC following the Surviving CorporationClosing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationCompany following the Closing. (b) The Company, SPAC and the Acquisition EntitiesCompany further agrees, on behalf of their respective successors and assignsitself and, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing, on behalf of SPAC and the Rumble Companies, that all pre-Closing communications in any form or format whatsoever between or among (x) the shareholders any of Prior SPAC Counsel, SPAC or holders of other equity interests of the Company Sponsor, or any of their respective directorsRepresentatives that relate in any way to the negotiation, membersdocumentation and consummation of the Transactions or, partnersbeginning on the date of this Agreement, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) any dispute arising under this Agreement (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“SkaddenSPAC Deal Communications”) shall be deemed to be retained and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may owned collectively by Sponsor, shall be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, controlled by Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by PubCo Sponsor and shall not pass to or be claimed by SPAC or the Surviving Corporation. Rumble Companies after the Closing; provided,however, that nothing contained herein shall be deemed to be a waiver by Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Rumble Companies, on the one hand, and a third party other than Sponsor, on the other hand, Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Rumble Companies may waive such privilege with respect to Privileged SPAC Deal Communications without the prior written consent of Sponsor. In the event that SPAC or the Rumble Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, SPAC shall as promptly as practicable (and, in any privileged event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this ‎Section 10.18) so that Sponsor can (at the cost and expense of Sponsor) seek a protective order, and SPAC and the Rumble Companies agree to use commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC or any Rumble Companies after the Closing, on the other hand, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) SPAC agrees on behalf of itself and, after the Closing, on behalf of SPAC and the Rumble Companies, (i) to the extent that SPAC or, after the Closing, the Rumble Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person of the privileges or protections described in this ‎Section 10.18, and (b) neither SPAC nor the Rumble Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by seeking to have SPAC or Sponsor prior to any Rumble Company waive the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications attorney-client or information of PubCo other privilege, or by otherwise asserting that SPAC or the Surviving CorporationRumble Companies after the Closing have the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, 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 Transactions arises after the Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests Equity Securities of SPAC or the Sponsor or any of their respective directors, managers, members, partners, officers, employees employees, independent contractors or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter SPAC Group”), on the one hand, and (y) PubCo, the SPAC Merger Surviving Corporation, or the Company Merger Surviving Corporation or any member of the Grab GroupGroup Companies, on the other hand, any legal counsel, including Ropes & Gray Sidley Austin LLP (“RopesSidley”), Gill, Godlonton & Gerrans (“GGG”), or Ogier (Cayman) LLP (“Ogier”), that represented SPAC or SPAC. the Sponsor and/or any other member of the SPAC Group prior to the Acquisition Closing Closing, may represent the Sponsor or any other member of the Altimeter SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or PubCo, the SPAC Merger Surviving Corporation, the Company Merger Surviving Corporation, or any member of the Group Companies, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the SPAC Merger Surviving Corporation Corporation, the Company Merger Surviving Corporation, any Group Company, the Sponsor or any other member of the SPAC Group. No party hereto shall seek to or have Sidley disqualified from any such representation with respect to this Agreement or the SponsorTransactions based upon the prior representation of SPAC or any of the other member of the SPAC Group by Sidley. The parties hereto hereby waive any potential conflict of interest arising from such prior representation and each party hereto shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each party hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such party has consulted with counsel in connection therewith. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the SPAC Merger Surviving Corporation and the Company Merger Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among SPAC, the Sponsor or any other member of the Altimeter SPAC Group, on the one hand, and RopesSidley, GGG or Ogier, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter SPAC Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo PubCo, the SPAC Merger Surviving Corporation, or the Company Merger Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Company Merger Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Transactions arises after the Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab SPAC Group”), on the one hand, and (y) PubCo, the Company, the SPAC Merger Surviving Corporation, the Company Merger Surviving Corporation or any member of the Altimeter GroupGroup Companies, on the other hand, any legal counsel, including SkaddenGreenberg Traurig, Arps, Slate, Xxxxxxx & Xxxx LLP (“SkaddenGT”) and Xxxxxx Xxxxxxx & Xxxx LLP or Appleby (Cayman) Ltd. (“Xxxxxx XxxxxxxAppleby”) that represented the Company prior to the Acquisition Closing may represent the Company or any other member of the Grab Group Companies, in such dispute even though dispute. No party hereto shall seek to or have GT disqualified from any such representation with respect to this Agreement or the interests Transactions based upon the prior representation of the Company or any of the other Group Companies by GT. The parties hereto hereby waive any potential conflict of interest arising from such Persons may be directly adverse prior representation and each party hereto shall cause its respective Affiliates to PubCo consent to waive any potential conflict of interest arising from such representation. Each party hereto acknowledges that such consent and the Surviving Corporationwaiver is voluntary, that it has been carefully considered, and even though that such party has consulted with counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporationconnection therewith. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the SPAC Merger Surviving Corporation and the Company Merger Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among the Company or any member of the Grab GroupGroup Companies, on the one hand, and Skadden GT or Xxxxxx XxxxxxxAppleby, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group Companies after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, Entities hereby agree on behalf of their respective Non-Party Affiliates and each 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 Acquisition Closing between or among assigns (x) the Sponsorall such parties, the shareholders or holders “Company Counsel Waiving Parties”), that Xxxxxxxxx Xxxxxxxx LLP (“Xxxxxxxxx”) and Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP (“SRFC”) may represent the equityholders of other equity interests of SPAC or the Sponsor Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo SPAC, the Acquisition Entities or the Surviving Corporationtheir respective Subsidiaries) (collectively, the “Altimeter Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Company Counsel Waiving Parties, and each of SPAC, the Acquisition Entities and the Company on behalf of itself and the Company Counsel Waiving 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 Xxxxxxxxx or SRFC prior representation of the Company, its Subsidiaries or of Company Counsel Waiving Parties. SPAC, the Acquisition Entities and the Company, for itself and the Company Counsel 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 Company Counsel WP Group, on the one hand, and (y) PubCo, the Surviving Corporation or any member each of the Grab GroupXxxxxxxxx and SRFC, on the other hand, any legal counsel, including Ropes & Gray LLP (“Ropes”), that represented SPAC or the Sponsor made prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Ancillary Documents or the transactions Transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to the Company following the Closing, and instead survive, remain with and are controlled by the Company Counsel WP Group (the “Company Counsel Privileged Communications”), without any waiver thereof. SPAC, the Sponsor Acquisition Entities and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any other member of the Altimeter GroupCompany Counsel Privileged Communications, on whether located in the one handrecords or email server of the Company and its Subsidiaries, and Ropes, on in any Action against or involving any of the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group parties after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or SPAC, the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquisition Entities and the Company prior agree not to assert that any privilege has been waived as to the Acquisition Closing with SPAC or Company Counsel Privileged Communications, by virtue of the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationTransactions. (b) The CompanyEach of SPAC, SPAC the Acquisition Entities and the Acquisition Entities, Company hereby agrees on behalf of their respective Non-Party Affiliates and each of their respective successors and assignsassigns (all such parties, hereby agree thatthe “SPAC Counsel Waiving Parties”), in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among that Xxxxx Xxxxxxx LLP (x“Xxxxx Xxxxxxx”) and Fasken Xxxxxxxxx XxXxxxxx LLP (“Fasken”) may represent the shareholders or holders of other equity interests of the Company Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab SPAC Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, on behalf of itself and the SPAC Counsel Waiving 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 Xxxxx Xxxxxxx’x or Xxxxxx’s prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, for itself and the SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or its Subsidiaries, or any other member of the SPAC Counsel WP Group, on the one hand, and (y) the Surviving Corporation or any member each of the Altimeter GroupXxxxx Xxxxxxx and Fasken, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company made prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Ancillary Documents or the transactions Transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to SPAC, PubCo or the Company or any member of following the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or instead survive, remain with and are controlled by PubCo the SPAC Counsel WP Group (the “SPAC Counsel Privileged Communications”), without any waiver thereof. SPAC, the Acquisition Entities and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Surviving Corporation. Notwithstanding SPAC Counsel Privileged Communications, whether located in the foregoingrecords or email server of SPAC and its Subsidiaries, in any privileged communications Action against or information shared by SPAC or Sponsor prior involving any of the parties after the Closing, and SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the Acquisition Closing with SPAC Counsel Privileged Communications, by virtue of the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving CorporationTransactions.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab Group, on the other hand, any legal counsel, including Ropes & Gray Xxxx LLP (“Ropes”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the Altimeter Group, on the one hand, and Ropes, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Altimeter Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving Corporation. (b) The Company, SPAC and the Acquisition Entities, 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 Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition EntitiesCompany, on behalf of their respective successors and assignsassigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Document or the transactions contemplated hereby or thereby arises after the Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company and/or any of their respective directors, members, partners, officers, employees or Affiliates, other than the Surviving Company (collectively, the “Company Designated Persons”), on the one hand, and (y) the Surviving Company, the SPAC Sponsor, the shareholders or holders of other equity interests of SPAC or the SPAC Sponsor or and/or any of their respective directors, members, partners, officers, employees or Affiliates (Affiliates, other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) PubCo, the Surviving Corporation or any member of the Grab GroupCompany, on the other hand, any legal counsel, including Ropes & Gray LLP Gxxxxxxx Mxxxxx (“RopesGxxxxxxx”) that represented the Company prior to the Closing may represent any Company Designated Person in such dispute (any such representation, the “Company Post-Closing Representation”), that represented SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Company Designated Persons may be directly adverse to PubCo or the Surviving CorporationCompany, and even though such counsel may have represented SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the SponsorCompany. The Company, Each of SPAC and the Acquisition EntitiesCompany, on behalf of their respective successors and assigns, hereby consents to the Company Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. SPAC and the Company, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any Transaction Documents Ancillary Document or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or Company and/or any other member of the Altimeter GroupCompany Designated Person, on the one hand, and RopesGxxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers Merger and belong to the Altimeter Group Company Designated Persons after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company SPAC or SPAC Sponsor prior to the Acquisition Closing with SPAC or the Sponsor Company under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationCompany. (b) The Company, SPAC and the Acquisition EntitiesCompany, on behalf of their respective successors and assignsassigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Document or the transactions contemplated hereby or thereby arises after the Acquisition Closing between or among (x) the SPAC Sponsor, the shareholders or holders of other equity interests of the Company SPAC or SPAC Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (Affiliates, other than PubCo or the Surviving Corporation) Company (collectively, the “Grab GroupSPAC Designated Persons”), on the one hand, and (y) the Surviving Corporation Company, the shareholders or any member holders of other equity interests of the Altimeter GroupCompany and/or any of their respective directors, members, partners, officers, employees or Affiliates, other than the Surviving Company, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx Winston & Xxxx Sxxxxx LLP (“Skadden”) and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx XxxxxxxWinston”) that represented SPAC or the Company SPAC Sponsor prior to the Acquisition Closing may represent any member of the Grab Group SPAC Designated Person in such dispute (any such representation, the “SPAC Post-Closing Representation”), even though the interests of such Persons may be directly adverse to PubCo and the Surviving CorporationCompany, and even though such counsel may have represented SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and SPAC, the SPAC Sponsor or the Surviving CorporationCompany. The Company, Each of SPAC and the Acquisition EntitiesCompany, on behalf of their respective successors and assigns, hereby consents to the SPAC Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. SPAC and the Company, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any Transaction Documents Ancillary Document or the transactions contemplated hereby or thereby) between or among the Company or SPAC and/or any member of the Grab GroupSPAC Designated Person, on the one hand, and Skadden or Xxxxxx XxxxxxxWxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers Merger and belong to the Grab Group SPAC Designated Persons after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor the Company prior to the Acquisition Closing with the Company SPAC or SPAC Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving CorporationCompany.

Conflicts and Privilege. (a) The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns, Company hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Acquisition Closing between or among (x) the SPAC and/or Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Altimeter Group”), on the one hand, and (y) the Company, PubCo, the Surviving Corporation or any member of the Grab GroupMerger Sub 1, Merger Sub 2, on the other hand, any legal counsel, counsel (including Ropes Xxxxxx Xxxxxxx & Gray Xxxx LLP (“Ropes”), and Ellenoff Xxxxxxxx & Schole LLP) that represented SPAC or the and/or Sponsor prior to the Acquisition Closing (“Prior SPAC Counsel”) may represent the Sponsor or any other member of the Altimeter Group, in such dispute even though the interests of such Persons Sponsor may be directly adverse to PubCo or the Surviving CorporationSPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation or the SPAC and/or Sponsor. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) All communication between or among SPAC, the Sponsor or any other member of the Altimeter GroupPrior SPAC Counsel, on the one hand, and RopesSPAC or Sponsor, on the other hand, shall remain privileged after the attorney/client Closing and the privilege and the expectation of client confidence relating thereto shall survive the Mergers and belong solely to the Altimeter Group after Sponsor, shall be controlled by the Acquisition Closing, Sponsor and shall not pass to or be claimed or controlled by Company, SPAC, PubCo or the Surviving CorporationCorporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of PubCo and the Surviving CorporationCompany following the Closing. (b) The Company, SPAC and the Acquisition EntitiesCompany further agrees, on behalf of their respective successors and assignsitself and, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing Closing, on behalf of SPAC, PubCo and the Nettar Companies, that all communications in any form or format whatsoever between or among (x) any of Prior SPAC Counsel, SPAC or the shareholders or holders of other equity interests of the Company Sponsor, or any of their respective directorsRepresentatives that relate in any way to the negotiation, membersdocumentation and consummation of the Transactions or, partnersbeginning on the date of this Agreement, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) any dispute arising under this Agreement (collectively, the “Grab Group”), on the one hand, and (y) the Surviving Corporation or any member of the Altimeter Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“SkaddenSPAC Deal Communications”) shall be deemed to be retained and Xxxxxx Xxxxxxx & Xxxx LLP (“Xxxxxx Xxxxxxx”) that represented the Company prior to the Acquisition Closing may represent any member of the Grab Group in such dispute even though the interests of such Persons may owned collectively by Sponsor, shall be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the Grab Group, on the one hand, and Skadden or Xxxxxx Xxxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Grab Group after the Acquisition Closing, controlled by Sponsor and shall not pass to or be claimed or controlled by SPAC, PubCo or the Surviving CorporationNettar Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Nettar Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to in the Acquisition Closing with the Company under event that a common interest agreement shall remain the privileged communications or information of dispute arises between SPAC, PubCo or the Nettar Companies, on the one hand, and a third party other than Sponsor, on the other hand, the Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Nettar Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC, PubCo or the Nettar Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, PubCo shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this Section 11.18) so that Sponsor can seek a protective order and SPAC, PubCo and the Nettar Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, PubCo or any Nettar Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and SPAC, PubCo and the Nettar Companies after the Closing, (i) to the extent that SPAC or, after the Closing, PubCo or the Nettar Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 11.18, and (b) neither SPAC, PubCo nor the Nettar Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC, PubCo or any Nettar Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC, PubCo or the Nettar Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxxxx Traurig LLP (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the Nettar Companies (collectively, the “Company Advised Parties”) prior to and after the Closing.