Common use of Consent to Representation; Conflict of Interest Clause in Contracts

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, Acquirer, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Acquirer, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer, Merger Sub, and the Company further agree that, as to all communications among Xxxxxxxxx and the Securityholders’ Agent and the Company Securityholders and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation and may be controlled only by Acquirer and the Surviving Corporation. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided, however, Acquirer agrees that after the Closing it will not search for and review any confidential communications that occurred prior to the Closing between Xxxxxxxxx, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliates, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent Securityholder Representative so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, AcquirerParent, Ultimate Parent or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerParent, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerParent, Ultimate Parent, Merger Sub, and the Company further agree that, except in respect of any dispute involving a Parent Indemnified Party, as to all communications among Xxxxxxxxx and the Securityholders’ Agent Securityholder Representative and the Company Securityholders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Parent, Ultimate Parent, Merger Sub or the Company, because the interests of Parent and its Affiliates were directly adverse to the Company, the Company Securityholders, and the Surviving CorporationSecurityholder Representative at the time such communications were made. This The right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided. Notwithstanding the foregoing, however, Acquirer agrees in the event that a dispute arises involving any Parent Indemnified Party after the Closing it will not search for and review any confidential communications that occurred prior to the Closing between Xxxxxxxxx, on the one hand, and the Securityholders’ AgentClosing, the Company Securityholders and their respective Affiliates, on may not assert the other hand, that solely relate attorney-client privilege to prevent disclosure to any Parent Indemnified Party of confidential communications by Xxxxxxxxx to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]Company.

Consent to Representation; Conflict of Interest. If the SecurityholdersConverting Holders’ Agent so desires, acting on behalf of the Company Securityholders Converting Holders and without the need for any consent or waiver by the Company, Acquirer, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx Xxxxxxxxx, LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders Converting Holders after the Closing in connection with any matter, including anything related to the transactions contemplated by this AgreementTransactions, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company SecurityholdersConverting Holders, any of their agents (including the Converting Holders’ Agent) and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Acquirer, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this AgreementTransaction, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer, Merger Sub, and the Company further agree that, as to all communications among Xxxxxxxxx and the SecurityholdersConverting Holders’ Agent and the Company Securityholders Converting Holders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation and may be controlled only by Acquirer and the Surviving Corporationexcept as set forth below. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Following the Closing, such attorney-client privilege and the exception of client confidence belongs to Acquirer and may be controlled only by Acquirer, and shall not be claimed by any member of the Seller Group; providedprovided that Acquirer agrees, howeversolely with respect to any claim for indemnification made by Acquirer or any other Indemnified Person under Article VIII, Acquirer agrees that after the Closing it will not search for and review to (i) invoke any attendant attorney-client privilege, attorney work product protection or expectation of client confidentiality applicable to confidential communications that occurred prior to between the Closing between XxxxxxxxxSeller Group, the Company and their respective Affiliates, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective AffiliatesXxxxxxxxx, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing (ii) use such confidential communications. [SIGNATURE PAGES FOLLOW]communications as evidence in any dispute with the Seller Group in connection with any such claim for indemnification; provided, further, that the foregoing clause (ii) shall not apply to any claim made by an Indemnified Person in good faith based on fraud (including the element of scienter), intentional misrepresentation or willful breach of covenant.

Consent to Representation; Conflict of Interest. If the SecurityholdersShareholders’ Agent Representative so desires, acting on behalf of the Company Securityholders Shareholders and without the need for any consent or waiver by the Company, AcquirerBuyer, Merger Sub or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Cxxxxxxxx & Xxxxxxxxx Bxxxxxx LLP (“XxxxxxxxxCxxxxxxxx”) shall be permitted to represent the Company Securityholders Sellers after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx Cxxxxxxxx shall be permitted to represent the Company SecurityholdersSellers, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerBuyer, the Surviving Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerCompany, Buyer or Merger Sub, and the Company Sub further agree that, as to all communications among Xxxxxxxxx Cxxxxxxxx and the SecurityholdersShareholders’ Agent Representative and the Company Securityholders Sellers, and their respective Affiliates (individually and collectively, the “Seller Group”) and/or the Company that arise out of or primarily relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Buyer and Company, because the interests of Buyer and its Affiliates were directly adverse to Company, the Sellers and the Surviving CorporationShareholders’ Representative at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided. For the avoidance of doubt, however, Acquirer agrees with respect to communications among Cxxxxxxxx and the Company that after the Closing it will do not search for and review any confidential communications that occurred prior arise out of or are not primarily related to the Closing transactions contemplated by this Agreement, the privilege will remain with the Company. Notwithstanding the foregoing, in the event that a dispute arises between XxxxxxxxxCompany, Buyer or Merger Sub, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliatesa Person other than a party to this Agreement, on the other hand, that solely relate after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Cxxxxxxxx to the Transactions and are in Company; provided, however, that the possession and control Company may not waive such privilege without the prior written consent of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]Shareholders’ Representative.

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent Seller so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the CompanyCompany or Buyer, Acquirer, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Fenwick & Xxxxxxxxx West LLP (“XxxxxxxxxFenwick”) shall be permitted to represent the Company Securityholders Seller after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx Fenwick shall be permitted to represent the Company SecurityholdersSeller, any of their its agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, transaction or dispute (including any litigation, arbitration, arbitration or other adversary proceeding) with AcquirerBuyer, the Company, Company or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer, Merger Sub, Buyer and the Company further agree that, as to all communications among Xxxxxxxxx Fenwick and Seller with respect to (and to the extent related to) the subject matter of this Agreement and the Securityholders’ Agent and transactions contemplated hereby, the Company Securityholders and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller and may be controlled only by Acquirer the Seller and shall not pass to or be claimed by Buyer and the Surviving CorporationCompany, because the interests of Buyer and its Affiliates were directly adverse to the Company and Seller at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Buyer and the Company, and a Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Fenwick to the Company; provided, however, Acquirer agrees that after the Closing it will not search for and review any confidential communications that occurred prior to the Closing between Xxxxxxxxx, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliates, on may not waive such privilege without the other hand, that solely relate to the Transactions and are in the possession and control prior written consent of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]Seller.

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent Representative so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, AcquirerParent, Merger Sub or Merger SubXxxxxx, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerParent, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerParent, Merger Sub, Xxxxxx, and the Company further agree that, as to all communications among Xxxxxxxxx and the Securityholders’ Agent Representative and the Company Securityholders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Parent, Merger Sub, Xxxxxx and Company, because the interests of Parent and its Affiliates were directly adverse to the Company, the Company Securityholders and the Surviving CorporationRepresentative at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided. Notwithstanding the foregoing, howeverin the event that a dispute arises between Parent, Acquirer agrees that after Merger Sub, and the Closing it will not search for and review any confidential communications that occurred prior to the Closing between XxxxxxxxxCompany, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliatesa Person other than a party to this Agreement, on the other hand, that solely relate after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Xxxxxxxxx to the Transactions and are in Company; provided, however, that the possession and control Company may not waive such privilege without the prior written consent of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]Representative.

Consent to Representation; Conflict of Interest. (a) If the Securityholders’ Agent so desires, acting on behalf of the Company Securityholders Effective Time Holders and without the need for any consent or waiver by the CompanyAcquired Entities, AcquirerParent, Merger Sub I or Merger SubSub II, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Fenwick & Xxxxxxxxx West LLP (“XxxxxxxxxFenwick”) shall be permitted to represent the Company Securityholders Effective Time Holders after the Closing in connection with any matter, including anything any matter related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto; provided, that no such representation shall be a waiver of any attorney-client privilege between the Surviving Company, any Acquired Entity or any of their Affiliates on the one hand and Fenwick on the other, and Fenwick shall not take any actions or engage in any representation that would effect or be deemed to be such a waiver. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx Fenwick shall be permitted to represent the Company SecurityholdersEffective Time Holders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, transaction or dispute (including any litigation, arbitration, arbitration or other adversary proceeding) with AcquirerParent, the Surviving Company, any of the Acquired Entities, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer; provided, Merger Sub, and the Company further agree that, as to all communications among Xxxxxxxxx and the Securityholders’ Agent and the Company Securityholders and their respective Affiliates that relate in no such representation shall be a waiver of any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and between the Surviving Corporation Company, any Acquired Entity or any of their Affiliates on the one hand and may Fenwick on the other, and Fenwick shall not take any actions or engage in any representation that would effect or be controlled only by Acquirer and deemed to be such a waiver. Any representation of the Surviving Corporation. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system , any Acquired Entity or in documents in the Company’s possession; provided, however, Acquirer agrees that any of their Affiliates after the Closing it will shall not search for and review any confidential communications that occurred prior to affect the Closing between Xxxxxxxxx, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliates, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]foregoing provisions hereof.

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent Representative so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, AcquirerParent, or Merger Sub, Xxxxxxxxx Xxxxxxx Gxxxxxxxx Dxxxxxx Xxxxxx Xxxxxxxxxx Vxxxxxxxxx Xxxxxxxx & Xxxxxxxxx Hxxxxxxxx LLP (“XxxxxxxxxGxxxxxxxx”) or Cxxxxx Hxxx & Sxxxxxx LLP (“Cxxxxx”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx Gxxxxxxxx or Cxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerParent, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerParent, Merger Sub, and the Company further agree that, as to all communications among Xxxxxxxxx Gxxxxxxxx, Cxxxxx and the Securityholders’ Agent Representative and the Company Securityholders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Parent, Sub, and Company, because the interests of Parent and its Affiliates were directly adverse to the Company, the Company Securityholders, and the Surviving CorporationSecurityholders’ Representative at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided. Notwithstanding the foregoing, howeverin the event that a dispute arises between Parent, Acquirer agrees that after Merger Sub, and the Closing it will not search for and review any confidential communications that occurred prior to the Closing between XxxxxxxxxCompany, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliatesa Person other than a party to this Agreement, on the other hand, that solely relate after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Gxxxxxxxx or Cxxxxx to the Transactions and are in Company; provided, however, that the possession and control Company may not waive such privilege without the prior written consent of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]Securityholders’ Representative.

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent so desires, acting Equityholder Representative (on behalf of the Company Securityholders and Equityholders) or any Equityholder so desires, without the need for any consent or waiver by the Company, Acquirer, Company or Merger SubPurchaser, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent such Equityholder or the Company Securityholders Equityholder Representative after the Closing in connection with any matter, including anything matter related to the transactions contemplated by this Agreement, any other agreements referenced herein Ancillary Agreements or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company SecurityholdersEquityholder Representative (on behalf of the Equityholders) or any one or more of the Equityholders, or any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerPurchaser, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer, Merger Sub, Purchaser and the Company further agree that the attorney-client privilege of the Company solely and exclusively with respect to this Agreement and the transactions contemplated hereby shall continue to belong to them following the Closing and shall not pass to or be claimed by any Equityholder (and any attorney-client privilege of the Equityholders shall continue to belong to the Equityholders following the Closing and shall not pass to or be claimed by the Company), provided that, as to all communications prior to the Closing among Xxxxxxxxx and the Securityholders’ Agent Company and the Company Securityholders Equityholders or the Equityholder Representative and their respective Affiliates that relate in any way solely and exclusively to the transactions contemplated by this Agreement, Agreement and are subject to the attorney-client privilege and the exception of client confidence belongs solely confidence, none of Purchaser, the Company or any of their Affiliates shall disclose (nor shall the Equityholder Representative or any Equityholder or any of their Affiliates be required to Acquirer and disclose) any such communications in any Legal Proceeding in support of a claim by any of them against the Surviving Corporation and may be controlled only by Acquirer and Equityholder Representative (on behalf of the Surviving Corporation. This right Equityholders), any Equityholder or any of their Affiliates (unless such communication is no longer subject to the attorney-client privilege shall exist even if such communications may exist on for reasons other than the Company’s computer system or in documents in the Company’s possession; provided, however, Acquirer agrees that after the Closing it will not search for and review any confidential communications that occurred prior to the Closing between Xxxxxxxxx, on the one hand, and the Securityholders’ Agentactions of Purchaser, the Company Securityholders and or any of their respective Affiliates, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]).

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent so desires, acting on behalf of the Company Securityholders Effective Time Holders and without the need for any consent or waiver by the Company, Acquirer, Parent or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Fenwick & Xxxxxxxxx West LLP (“XxxxxxxxxFenwick”) shall be permitted to represent the Company Securityholders Effective Time Holders after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx Fenwick shall be permitted to represent the Company SecurityholdersEffective Time Holders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, transaction or dispute (including any litigation, arbitration, arbitration or other adversary proceeding) with AcquirerParent, the Company, Company or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerParent, Merger Sub, Sub and the Company further agree that, as to all communications among Xxxxxxxxx Fenwick and the Securityholders’ Agent and the Company Securityholders Effective Time Holders and their respective Affiliates that relate (individually and collectively, the “Seller Group”) in any way to connection with the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Parent, Merger Sub and the Surviving CorporationCompany, because the interests of Parent and its Affiliates were directly adverse to the Company, the Effective Time Holders and the Securityholders’ Agent at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub and the Company, and a Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Fenwick to the Company; provided, however, Acquirer agrees that after the Closing it will Company may not search for and review any confidential communications that occurred waive such privilege without the prior to the Closing between Xxxxxxxxx, on the one hand, and written consent of the Securityholders’ Agent, the Company Securityholders and their respective Affiliates, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to . The parties hereto have caused this Agreement without having an independent reasonto be executed and delivered as of the date first written above. MARATHON MERGER SUB, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]INC.a Delaware corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President UNDER ARMOUR, INC.a Maryland corporation By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer MYFITNESSPAL, INC.a Delaware corporation By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: CEO FORTIS ADVISORS LLCa Delaware limited liability company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A):

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent Holder Representative so desires, acting on behalf of the Company Securityholders Pre-Closing Holders and without the need for any consent or waiver by the CompanySurviving Corporation, Acquirer, Buyer or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders Pre-Closing Holders after the Closing in connection with any matter, including anything matter related to the transactions contemplated by this Agreementhereby, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company SecurityholdersPre-Closing Holders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerBuyer, the CompanySurviving Corporation, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreementhereby, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerBuyer, Merger Sub, and the Company Surviving Corporation further agree that, as to all communications among Xxxxxxxxx between Xxxxxxxxx, on the one hand, and the Securityholders’ Agent Holder Representative and the Company Securityholders Pre-Closing Holders and their respective Affiliates that relate in any way (individually and collectively, the “Seller Group”) to the extent involving attorney-client confidences with respect to the transactions contemplated by this Agreementhereby, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Buyer, Merger Sub, and the Surviving Corporation, because the interests of Buyer and its Affiliates were directly adverse to Company, the Holders at the Effective Time and the Holder Representative at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system Computer Systems or in documents in the Company’s possession; provided. Notwithstanding the foregoing, however, Acquirer agrees in the event that after the Closing it will not search for a dispute arises between Buyer, Merger Sub, and review any confidential communications that occurred prior to the Closing between XxxxxxxxxSurviving Corporation, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliatesa Person other than a party hereto, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following may assert the Closing for attorney-client privilege to prevent disclosure to such third party of confidential communications by or between Xxxxxxxxx and the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]Company.

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent Representative so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, AcquirerParent, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including anything related to the transactions contemplated by dispute that arises under this Agreement, any other agreements referenced herein or any disagreement or dispute relating theretoAgreement in connection with Parent enforcing its indemnification rights under Article 11. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, negotiation or dispute (including any litigation, arbitration, or other adversary proceeding) with AcquirerParent, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into Agreement in connection with this Agreement, including with respect to any Parent enforcing its indemnification claimsrights under Article 11. AcquirerParent, Merger Sub, and the Company further agree thatthat in connection with any dispute arising under this Agreement in connection with Parent enforcing its indemnification rights under Article 11, as to all communications among Xxxxxxxxx and the Securityholders’ Agent Representative and the Company Securityholders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the Agreement and are subject to attorney-client privilege and privilege, attorney work product or similar protections, Parent shall not assert the such communications against Xxxxxxxxx or the Seller Group (including as evidence supporting such claim). Notwithstanding the foregoing, after the Closing the exception of client confidence belongs shall belong solely to Acquirer Parent and the Surviving Corporation Company as a Subsidiary of Parent and may be controlled only by Acquirer Parent and the Surviving CorporationCompany as a Subsidiary of Parent and shall not be retained by the Seller Group. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s or Xxxxxxxxx’x computer system (or of a third party) or in documents in the Company’s possession; providedor Xxxxxxxxx’x possession (or a third party). Notwithstanding the foregoing, howeverin the event that a dispute arises between Parent, Acquirer agrees that after Merger Sub, and the Closing it will not search for and review any confidential communications that occurred prior to the Closing between XxxxxxxxxCompany, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliatesa Person other than a party to this Agreement, on the other hand, that solely relate after the Closing, the Company or Parent may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Xxxxxxxxx to the Transactions and are in Company; provided, however, neither Parent nor the possession and control Company may waive such privilege without the prior written consent of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communicationsRepresentative. [SIGNATURE PAGES FOLLOWPAGE NEXT]

Consent to Representation; Conflict of Interest. If the Securityholders’ Agent so desires, acting on behalf of the Company Securityholders Effective Time Holders and without the need for any consent or waiver by the Company, Acquirer, Parent or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Fenwick & Xxxxxxxxx West LLP (“XxxxxxxxxFenwick”) shall be permitted to represent the Company Securityholders Effective Time Holders after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx Fenwick shall be permitted to represent the Company SecurityholdersEffective Time Holders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, transaction or dispute (including any litigation, arbitration, arbitration or other adversary proceeding) with AcquirerParent, the Company, Company or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. AcquirerParent, Merger Sub, Sub and the Company further agree that, as to all communications among Xxxxxxxxx Fenwick and the Securityholders’ Agent and the Company Securityholders Effective Time Holders and their respective Affiliates that relate (individually and collectively, the “Seller Group”) in any way to connection with the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by Acquirer the Seller Group and shall not pass to or be claimed by Parent, Merger Sub and the Surviving CorporationCompany, because the interests of Parent and its Affiliates were directly adverse to the Company, the Effective Time Holders and the Securityholders’ Agent at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub and the Company, and a Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Fenwick to the Company; provided, however, Acquirer agrees that after the Closing it will Company may not search for and review any confidential communications that occurred waive such privilege without the prior to the Closing between Xxxxxxxxx, on the one hand, and written consent of the Securityholders’ Agent, the Company Securityholders and their respective Affiliates, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to . The parties hereto have caused this Agreement without having an independent reasonto be executed and delivered as of the date first written above. MARATHON MERGER SUB, concern or basis for reviewing such confidential communicationsINC. [SIGNATURE PAGES FOLLOW]a Delaware corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President UNDER ARMOUR, INC. a Maryland corporation By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer MYFITNESSPAL, INC. a Delaware corporation By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: CEO FORTIS ADVISORS LLC a Delaware limited liability company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A):

Consent to Representation; Conflict of Interest. If the SecurityholdersStockholders’ Agent so desires, acting on behalf of the Company Securityholders Converting Holders and without the need for any consent or waiver by the Company, Acquirer, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders Converting Holders after the Closing in connection with any matter, including anything matter related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Acquirer, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer, Merger Sub, and the Company further agree that, as to all privileged communications among Xxxxxxxxx and the SecurityholdersStockholders’ Agent and the Company Securityholders Converting Holders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation Seller Group and may be controlled only by the Seller Group and shall not pass to or be claimed by Acquirer, Merger Sub, and Company, because the interests of Acquirer and its Affiliates were directly adverse to the Surviving CorporationCompany, the Converting Holders, and the Stockholders’ Agent at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided. Notwithstanding the foregoing, howeverin the event that a dispute arises between Acquirer, Acquirer agrees that after Merger Sub, and the Closing it will not search for and review any confidential communications that occurred prior to the Closing between XxxxxxxxxCompany, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliatesa Person other than a party to this Agreement, on the other hand, that solely relate after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Xxxxxxxxx to the Transactions and are in Company; provided, however, that the possession and control Company may not waive such privilege without the prior written consent of Acquirer the Stockholders’ Agent (such consent not to be unreasonably withheld, conditioned or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PAGES FOLLOW]delayed).