Common use of Legal Representation Clause in Contracts

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have acknowledge and agree that the right to be Law Firm has represented by independent counsel the Seller Group in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution preparation, execution, delivery and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing Related Documents and the privilege consummation of the Transactions, and that the Seller, its Affiliates and its partners, officers, directors and representatives (each, a “Seller Group Member,” and collectively, the “Seller Group Members”) have a reasonable expectation of client confidence relating thereto shall belong solely to that the Sponsor Law Firm will represent them in connection with any Action involving any Seller Group Member, on the one hand, and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates and representatives (includingeach, a “Purchaser Group Member,” and collectively, the “Purchaser Group Members”), on the other hand, arising under this Agreement, the Related Documents or the Transactions. Purchaser hereby, on behalf of itself and the other Purchaser Group Members, irrevocably: (a) acknowledges and agrees that any attorney-client privilege, solicitor-client privilege, work product or other attorney-client or solicitor-client confidential information (“Attorney-Client Information”) arising from communications prior to the Closing between any Seller (including any one or more officers, directors or stockholders of such Seller), on the one hand, and the Law Firm, on the other hand, are not included in the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the Business or the Transferred Assets, that any such Attorney-Client Information shall be deemed property of, and controlled solely by, such Seller for the benefit and on behalf of the Seller Group Members and, upon request, convey and transfer any Attorney-Client Information to the Seller; (b) acknowledge and agree that the Seller Group Members shall have the right to retain, or cause the Law Firm to retain, any such documentation or information in the possession of the Law Firm or such Seller Group Members at the Closing; (c) agree not to access, retain or use any documentation or information constituting Attorney-Client Information and that no Purchaser Group Member shall have any right to waive any attorney-client privilege or other right to confidentiality with respect to such Attorney-Client Information; (d) disclaim the right to assert a waiver by any Seller Group Member with regard to the attorney-client privilege, solicitor-client privilege or other right to confidentiality with respect to such Attorney-Client Information solely due to the fact that such documentation or information is physically in the possession of Purchaser after the Effective TimeClosing; (e) consent to the Law Firm’s representation after the Closing of any Seller Group Member in any Action that may relate to a Purchaser Group Member or the Transactions and consent to and waive any conflict of interest arising therefrom without the need for any future waiver or consent; and (f) consent to the disclosure by the Law Firm to any Seller Group Member of any documentation or information obtained by the Law Firm during the course of its representation of Seller or any Affiliate prior to the Closing, whether related to this Agreement, the Surviving Corporation Related Documents, the Transactions or otherwise, whether or not such disclosure is made prior to or after the Closing and its Affiliateswhether or not the documentation or information disclosed is subject to any attorney-client privilege, solicitor-client privilege or confidentiality obligation to any Seller, any Affiliate of such Seller or any other Person. In the event that any Action arises after the Closing between any Purchaser Group Member and a Person other than a Seller Group Member, such Purchaser Group Member shall not disclose any documentation or information that is subject to an attorney-client privilege or other rights of confidentiality referenced in this Section 10.17 without the prior written consent of the applicable Seller; provided, however, that if such Purchaser Group Member is required by judicial order or other legal process to make such disclosure, such Purchaser Group Member shall promptly notify the applicable Seller in writing of such requirement (without making disclosure) of any applicable privileges or protections that can or may and shall provide such Seller with such cooperation and assistance as shall be asserted necessary to enable such Seller to prevent disclosure by reason of any such communications to any third partyattorney-client privilege, solicitor-client privilege or other rights of confidentiality. This Section 10.17 is for the benefit of the Seller Group Members and such Persons are intended third-party beneficiaries of this Section 10.17.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, First Merger Sub and the Seller RepresentativeSecond Merger Sub, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, First Merger Sub and Second Merger Sub, Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationPubco, Purchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact on behalf of itself and its Affiliates, acknowledges and agrees that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Xxxxxx’s Counsel has acted as counsel for Seller and the transactions contemplated hereby and therebyits Affiliates, and has also represented the Purchaser and/or that Seller reasonably anticipates that Seller’s Counsel will continue to represent Seller and its Affiliates in connection with matters other than the transaction that is the subject future matters. Accordingly, Buyer, on behalf of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of itself and its Affiliates, including any disputes arising out of, or related expressly consents to, this Agreement. The Company : (a) Seller’s Counsel representation of Seller and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeits Affiliates, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates post-Closing matter in which the interests of such Person Buyer, on the one hand, and Seller or its Affiliates, on the other hand, are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliatesadverse, including any matters matter relating to the Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised Seller or its Affiliates, and (b) the disclosure by Seller’s Counsel to Seller or its Affiliates, as applicable, of any information learned by Seller’s Counsel in the course of its representation of Seller or its Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. Furthermore, Buyer, on behalf of itself and its Affiliates, (i) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and its Affiliates by Seller’s Counsel in the Contemplated Transactions, to the extent that arise out of this Agreement such information or documentation was privileged as to Seller or its Affiliates (“Confidential Communications”), and (ii) agrees that are substantially related (A) the privilege with respect to this Agreement such Confidential Communications shall remain with Seller following the Closing such that, without limiting Seller’s rights to such privilege, Seller alone shall have and maintain the right to waive the privilege, (B) if Seller’s former officers or to managers leave any prior representation by EGS emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of the PurchaserSale Entities, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes such occurrence shall not constitute a waiver of the attorney-client privilegeprivilege or any other privilege applicable to such documents, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect (C) to the negotiationextent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or are otherwise within the records of any Sale Entity following the Closing, execution it will, upon discovery of any such documents, permanently delete or destroy all such emails or other documents containing such Confidential Communication and performance not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any claim against Seller’s Counsel in respect of legal services provided to the Sale Entities by Seller’s Counsel in connection with this Agreement or the Contemplated Transactions. If and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeextent that, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass at any time subsequent to or be claimed by Purchaser or the Surviving Corporation; providedClosing, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingshall have the right to assert or waive any attorney-client privilege with respect to any communication between Seller or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) , shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySeller’s Counsel and Seller.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany Stockholder, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Company Stockholder or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. Purchaser hereby acknowledges that (a) the Subsidiaries and the Sellers have been represented by Benesch in connection with this Agreement and the transactions contemplated hereby and (b) Benesch has received confidential information pertaining to the Subsidiaries in connection with such representation. The Parties Subsidiaries and Purchaser hereby (i) acknowledge and agree that, notwithstanding Xxxxxxx’x prior representation of the fact that EGS Subsidiaries and the Sellers, and Xxxxxxx’x receipt of such confidential information, Benesch may have, prior continue to Closing, jointly represented represent the Purchaser, Merger Sub, Sellers after the Purchaser Representative and/or the Sponsor Closing in connection with matters arising out of or related to this Agreement, the Ancillary Transaction Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates including, without limitation, in connection with matters any indemnification claim, litigation, or other than matter arising hereunder which may or may not be adverse to the transaction Subsidiaries, and (ii) waive any claim they have or may have that Benesch has a conflict of interest or is otherwise prohibited from engaging in such representation. Purchaser and the Subsidiaries further agree that, as to all communications subject of to attorney-client privilege by or among Benesch and the Sellers and/or the Subsidiaries that relate in any way to this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementhereby, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Sellers and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; providedSubsidiaries. Notwithstanding the foregoing, furtherin the event that a dispute arises among the Purchaser, that nothing contained herein shall be deemed Subsidiaries, and a Person other than a party to be a waiver by the Purchaser or any of its Affiliates (including, this Agreement after the Effective TimeClosing, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Benesch to such communications to any third party; provided, however, that neither the Subsidiaries nor Purchaser may waive such privilege without the prior written consent of the Seller.

Legal Representation. The Parties agree that, notwithstanding It is acknowledged by each of the fact parties hereto that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany, the Purchaser Equityholders’ Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby Principal Stockholders (and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse Affiliates) have retained Xxxxxx & Xxxxxxx LLP (“Sellers’ Counsel”) to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent act as their counsel in connection with the transactions contemplated by this Agreement, hereby agree, and that Sellers’ Counsel has not acted as counsel for any other Person in advance, to waive (connection with the transactions contemplated hereby and to cause their Affiliates to waive) any actual that no other party or potential Person has the status of a client of the Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. Parent, Merger Sub and the Surviving Corporation hereby agree that, in the event that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsora dispute arises between Parent, Merger Sub, the Purchaser Representative Company or any of their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserEquityholders’ Representative, the Company and/or the Seller Representative Principal Stockholders or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of Sellers’ Counsel may represent the Purchaser, Merger Sub, any SponsorEquityholders’ Representative, the Purchaser Representative Principal Stockholders or any of their respective Affiliates in such dispute even though the interests of the Equityholders’ Representative, the Principal Stockholders or any of their respective Affiliates may be directly adverse to Parent, Merger Sub, the Company, the Surviving Corporation or any of their respective Affiliates and even though Sellers’ Counsel may have represented the Company in a matter substantially related to such dispute, and Parent, Merger Sub, the Company, the Surviving Corporation and their respective Affiliates hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Sellers’ Counsel. The Parties acknowledge Each of Parent, Merger Sub and agree the Company further agrees that, for as to all pre-Closing communications among Sellers’ Counsel, the purposes Company and any stockholder of the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege belong solely to the Sponsor and the Purchaser Equityholders’ Representative, shall the Principal Stockholders and their respective Affiliates, as applicable, and may be controlled by the Sponsor Equityholders’ Representative, the Principal Stockholders and the Purchaser Representative their respective Affiliates and shall not pass to or be claimed by Purchaser or Parent, Merger Sub, the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeCompany, the Surviving Corporation or any of their respective Affiliates; provided, however, that the foregoing sentence will not be applicable with respect to disputes or claims arising under Article IX of the Merger Agreement. Parent, Xxxxxx Sub and its Affiliates) the Company agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis Section 10.16.

Legal Representation. The Parties agree thatBuyer and the Companies hereby agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmembers, jointly represented the Purchaserpartners, Merger Subofficers and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that (i) Dechert LLP may represent the Sponsor Sellers and their Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and therebythereby (such representation, the “Current Representation”), and has also represented (ii) Dechert LLP (or any successor) may represent Select, any and all members of the Purchaser and/or its Affiliates Seller Group (other than the Companies) or any director, member, partner, officer, employee or Affiliate of the Seller Group (other than the Companies) in connection with matters other than the transaction that is the subject any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, EGS will be permitted in any agreements contemplated by this Agreement or the future, after Closing, to represent the Sponsortransactions contemplated hereby or thereby (any such representation, the Purchaser Representative “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of the Companies, and each of Buyer and the Companies on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Buyer and the Companies acknowledge that the foregoing provision applies whether or not Dechert LLP provides legal services to the Companies after the Closing Date. Each of Buyer and the Companies, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and their respective Affiliates counsel, including Dechert LLP, made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel and none of Buyer, the Companies or any of the Waiving Parties or any Person purporting to act on behalf of or through Buyer, the Companies or any of the Waiving Parties, will seek to obtain the same by any process. The Company From and after the Closing, each of Buyer and the Companies, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Dechert LLP and the Companies or any Person in the Seller Representative, who are or have Group occurring during the right to be represented by independent counsel Current Representation in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Legal Representation. The Parties agree that, notwithstanding All communications involving attorney-client confidences among the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Company Group and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted Ropes & Xxxx LLP in the futurecourse of the negotiation, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any documentation and consummation of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, Agreement will be deemed to waive be attorney-client confidences that belong solely to the Stockholders (and to cause their Affiliates to waive) any actual not the Surviving Corporation or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one its subsidiaries or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation Parent) and may be controlled by EGS the Stockholder Representative. Without limiting the generality of the Purchaserforegoing, Merger Subupon and after the Closing, any Sponsor(a) the Stockholders and their Affiliates (and not the Surviving Corporation or its subsidiaries or Affiliates, including Parent) will be the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiation, execution documentation and performance consummation of the transactions contemplated by this Agreement (collectively, the "Pre-Merger Communications"), and none of the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely Surviving Corporation or its subsidiaries or Affiliates (including Parent) will be a holder thereof, (b) to the Sponsor extent that files of Ropes & Xxxx LLP with respect to the negotiation, documentation and consummation of the Purchaser Representativetransactions contemplated by this Agreement constitute property of the client, shall be controlled by only the Sponsor Stockholders and their Affiliates will hold such property rights and (c) Ropes & Xxxx LLP will not have any duty whatsoever to reveal or disclose the Purchaser Representative and shall not pass Pre-Merger Communications or files pertaining to or be claimed by Purchaser or the Pre-Merger Communications to the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Corporation or any of its subsidiaries or Affiliates (includingincluding Parent) by reason of any attorney-client relationship between any of Ropes & Xxxx LLP and the Company or otherwise. Notwithstanding the foregoing, after in the Effective Time, event that a dispute arises between the Surviving Corporation or their subsidiaries or Affiliates, including Parent, on the one hand, and its Affiliatesa third party other than the Stockholders, on the other hand, Parent may assert the attorney-client privilege to prevent the disclosure of the Pre-Merger Communications to such third party or waive such privilege if desired in connection with resolving such dispute. In the event that Parent is legally required or requested by governmental order or otherwise (any such request or order, a "Legal Request") to access or obtain a copy of all or a portion of the Pre-Merger Communications, Parent shall be entitled to access or obtain a copy of and disclose the Pre-Merger Communications to the extent necessary to comply with any such Legal Request. In the event of any applicable privileges or protections that can or may be asserted Legal Request, Parent shall promptly notify the Stockholder Representative in writing (prior to prevent the disclosure by Parent of any such communications Pre-Merger Communications to any third partythe extent practicable) so that the Stockholder Representative can seek a protective order and Parent agrees to use all commercially reasonable efforts (at the sole cost and expense of the Stockholder Representative) to assist therewith.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Lxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Lxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Lxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Lxxx of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Lxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties (a) Acquiror and Merger Sub (on behalf of itself and the Surviving Corporation) hereby irrevocably acknowledge and agree that: (i) whether or not any Company Stockholder retains Mxxxxx Xxxxx (the “Designated Firm”) in any matters after the Closing, notwithstanding Acquiror and Merger Sub irrevocably waive, consent to and covenant not to assert any objection, based on conflict of interest or otherwise, arising from the fact that EGS may have, Designated Firm’s representation of the Company prior to the Closing, jointly represented including in connection with the Purchasertransactions contemplated hereby, to any representation of any of the Company Stockholders by the Designated Firm in any dispute arising under or in connection with this Agreement, any agreement, instrument or document entered into pursuant to this Agreement or the Transaction or other transactions contemplated by this Agreement (a “Dispute”); (ii) all communications between or among any of the Company, its Representatives, any of the Company Stockholders or any of the Company’s directors, officers, managers, employees, agents, advisors (including the Designated Firm) or their representatives made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute or otherwise relating to any potential sale or acquisition of the Company, and all related documents and files (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications and shall be excluded from the assets to be transferred to Acquiror, the Company, Merger SubSub or the Surviving Corporation pursuant to this Agreement or any other agreement, instrument or document contemplated hereby; (iii) all rights to such Protected Seller Communications, and the Purchaser Representative and/or control of the Sponsor confidentiality and privilege applicable thereto, shall be vested exclusively in the parties to such Protected Seller Communications; (iv) neither Acquiror nor Merger Sub (including the Surviving Company) shall have any right, directly or indirectly, to assert or waive any privilege or protection against disclosure, or discover, use or disclose any Protected Seller Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the Ancillary Documents events and negotiations leading to this Agreement or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters Transaction or other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement; and (v) the Designated Firm shall have no duty to disclose any Protected Seller Communications to Acquiror or Merger Sub (including the Surviving Company) or otherwise. This Section 12.18(a) is irrevocable, hereby agreeand no term may be amended, in advance, to waive (and to cause their Affiliates to waive) any actual waived or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more modified without the prior written consent of the Sponsor, Company Stockholders owning a majority of the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse issued and outstanding Company Shares immediately prior to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Effective Time and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyDesignated Firm.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, Merger Sub and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Exxxxxxx Gxxxxxxx & Schole LLP (“EGS”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative SPAC and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented SPAC, the Purchaser Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Pubco, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco and the Seller RepresentativeMerger Subs, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation after the Closing of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company Pubco and/or the Seller Representative Surviving Subsidiaries or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any SponsorSPAC, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor to, and the Purchaser Representative, shall be controlled by by, the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationSubsidiaries or their respective Affiliates; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Corporation Subsidiaries and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact on behalf of itself and its Affiliates, acknowledges and agrees that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Seller’s Counsel has acted as counsel for Seller and the transactions contemplated hereby and therebyits Affiliates, and has also represented the Purchaser and/or that Seller reasonably anticipate that Seller’s Counsel will continue to represent Seller and its Affiliates in connection with matters other than the transaction that is the subject future matters. Accordingly, Buyer, on behalf of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of itself and its Affiliates, including any disputes arising out of, or related expressly consents to, this Agreement. The Company : (a) Seller’s Counsel representation of Seller and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeits Affiliates, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates post-Closing matter in which the interests of such Person Buyer, on the one hand, and Seller or its Affiliates, on the other hand, are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliatesadverse, including any matters that arise out of this Agreement or that are substantially related matter relating to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised Seller or its Affiliates, and (b) the disclosure by Seller’s Counsel to Seller or its Affiliates, as applicable, of their respective any information learned by Seller’s Counsel in the course of its representation of Seller or its Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. The Parties acknowledge Furthermore, Buyer, on behalf of itself and agree its Affiliates, (1) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and its Affiliates by Seller’s Counsel in the Contemplated Transactions, to the extent that such information or documentation was privileged as to Seller or its Affiliates (“Confidential Communications”), and (2) agrees that (i) the privilege with respect to such Confidential Communications shall remain with Seller following the Closing such that, for without limiting Seller’s rights to such privilege, Seller alone shall have and maintain the purposes right to waive the privilege, (ii) if Seller’s former officers or managers leave any emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of any Sale Entity or the JV Company, such occurrence shall not constitute a waiver of the attorney-client privilegeprivilege or any other privilege applicable to such documents, and (iii) to the Sponsor extent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or the JV Company or are otherwise within the records of the Sale Entities and the Purchaser Representative JV Company following the Closing, it will, upon discovery of any such documents, permanently delete or destroy all such emails or other documents containing such Confidential Communication and not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall be deemed the clients not assert any claim against Seller’s Counsel in respect of EGS with respect legal services provided to the negotiation, execution and performance of Sale Entities or the JV Company by Seller’s Counsel in connection with this Agreement or the Contemplated Transactions. If and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeextent that, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass at any time subsequent to or be claimed by Purchaser or the Surviving Corporation; providedClosing, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingshall have the right to assert or waive any attorney-client privilege with respect to any communication between Seller or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) , shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySeller’s Counsel and Seller.

Legal Representation. The (a) It is acknowledged by each of the Parties agree thatthat the Company Entities and Sellers have retained Xxxxxx & Xxxxxxx LLP, notwithstanding the fact that EGS may haveXxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, prior Xxx Xxxx Xxxxxxx LLP, XxXxxxxxx Will & Xxxxx and Xxxxxxxxxx & Xxxxx LLP (collectively, “Sellers’ Counsel”) to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or act as their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated hereby and that Sellers’ Counsel has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of any of Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. It is likewise acknowledged by this Agreementthe Parties that that Buyers or their Affiliates (for the avoidance of doubt, excluding the Company Entities) may have the status of a client of Sellers’ Counsel for conflict of interest or other purposes by virtue of representation thereby not in connection with either (x) the transactions contemplated hereby agreeor (y) the representation by Sellers’ Counsel of the Company Entities prior to the Closing. Subject to the following sentence, Sellers and Buyers hereby agree that, in advancethe event that any dispute arising out of this Agreement or the other Transaction Documents or any other matter in which the interests of Sellers and their Affiliates, to waive (on the one hand, and to cause Buyers and their Affiliates (including the Company Entities), on the other hand, are adverse, arises after the Closing between any Buyer or any of the Company Entities, on the one hand, and Sellers and their Affiliates, on the other hand (any such dispute, a “Potential Conflict Dispute”), neither Buyers nor their Affiliates (including the Company Entities) will disqualify, or in any way attempt to waive) any actual or potential disqualify (including by asserting that Sellers’ Counsel have a conflict of interest that requires a waiver by Buyer or its Affiliates), Sellers’ Counsel from representing any or all of Sellers and their Affiliates in such Potential Conflict Dispute, even though the interests of Sellers and their Affiliates may hereafter arise in connection with EGS’s future representation be directly adverse to any Buyer or any of the Company Entities, on the basis that Sellers’ Counsel (i) may, prior to the Closing, have represented one or more of the Sponsor, the Purchaser Representative or their respective Affiliates Company Entities in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are matter substantially related to this Agreement such Potential Conflict Dispute (for the avoidance of doubt, whether in connection with the transactions contemplated hereby or otherwise) or (ii) has represented or continues to represent any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Company Entities with respect to the negotiationRetained Assets or Retained Liabilities. For the avoidance of doubt, execution and performance to the extent that Buyers or their Affiliates have the status of this Agreement and a client of any of Sellers’ Counsel by virtue of any representation thereof other than as described in clauses (i) or (ii) of the Ancillary Documents. All such communications shall remain privileged preceding sentence, either prior to or after the Closing Effective Date, and, as a result of such status, Buyers or their Affiliates have a right to disqualify such Sellers’ Counsel (including by Buyers or their Affiliates exercising a right not to waive Sellers’ Counsel’s conflict of interest in a Potential Conflict Dispute if such right exists), such right to disqualify Sellers Counsel from representing any or all of Sellers and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and their Affiliates in a Potential Conflict Dispute shall not pass to or be claimed affected by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis Section 11.12(a).

Legal Representation. The Parties agree thatparties acknowledge and agree, notwithstanding on their own behalf and on behalf of their directors, officers, employees and affiliates that the fact that EGS may haveCompany is the client of DLA Piper LLP (US)(“DLA Piper”), prior to and not of its Stockholders. After the Closing, jointly represented DLA Piper may represent the Purchaser, Merger SubStockholders, the Purchaser Equityholder Representative and/or and their repective Affiliates (individually and collectively the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the “Seller Representative, who are or have the right to be represented by independent counsel Group”) in connection with the transactions contemplated by this Agreement or the Escrow Agreement, hereby agree, in advance, and any claims made thereunder with respect to waive (the Indemnification Escrow Fund and to cause their Affiliates to waive) any actual or potential conflict of interest other claims for indemnification hereunder. Parent and the Company agree that DLA Piper may hereafter arise represent the Seller Group after the Closing in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters issues that may arise out of under this Agreement or the Escrow Agreement, the administration of the Indemnification Escrow Fund and any claims that are substantially related made be made thereunder pursuant to this Agreement or the Escrow Agreement. DLA Piper may serve as counsel to all or any prior representation by EGS portion of the PurchaserSeller Group or any director, Merger Submember, partner, officer, employee, representative or Affiliate of the Seller Group in connection with any Sponsorlitigation, claim or obligation arising out of or relating to this Agreement, the Purchaser Representative Escrow Agreement or any of their respective Affiliatesthe transactions contemplated by this Agreement or the Escrow Agreement. The Parties parties consent thereto, and waive any conflict of interest arising therefrom, and each party shall cause any Affiliate thereof to consent to such waiver. The parties acknowledge that such consent and agree thatwaiver is voluntary, for that it has been carefully considered and that they have consulted with counsel or that they have been advised that they should do so in connection with such consent and waiver. The waivers and consents contained in this Section 13.13 are conditioned upon Parent receiving at the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Closing a signed letter or other written assurance from DLA Piper that DLA Piper will not withhold or claim privilege with respect to any Company records, files or other information of the negotiationCompany in any suit, execution and performance action or proceeding based on any matter arising out of or in connection with this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyAgreement.

Legal Representation. Each of the Parties acknowledges that Xxxxxxx Coie LLP (“Xxxxxxx”) currently serves as counsel to each of the Company and Seller, including in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of Seller and the Company may no longer be aligned or when, for any reason, Xxxxxxx, Seller, or the Company believes that Xxxxxxx can or should no longer represent each of Seller and the Company. The Parties understand and specifically agree thatthat Xxxxxxx may withdraw from representing the Company and continue to represent Seller even if the interests of Seller and the interests of the Company are or may be adverse, notwithstanding including in connection with any dispute arising out of or relating to this Agreement or the fact that EGS transactions contemplated by this Agreement, and even though Xxxxxxx may have, prior to Closing, jointly have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company or any of its Affiliates. Each of Purchaser and the Company hereby consents thereto and waives any conflict of interest arising solely from (i) any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement or (ii) indemnification by Seller that may arise between Seller and Purchaser, Merger Sub, the Company or any Purchaser Representative and/or the Sponsor Indemnitee in connection with this Agreement, the Ancillary Documents and Transaction Agreements or the transactions contemplated hereby and or thereby. Each of the Parties further agrees that, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreementas to all communications among Xxxxxxx, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out ofSeller, or related tothe Company, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative Seller and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates Affiliates. In addition, if the transactions contemplated by this Agreement are consummated, then the Company shall have no right of access to or control over any of Xxxxxxx’ records related to the transactions contemplated by this Agreement, which shall become the property of (includingand be controlled by) Seller. Furthermore, after in the Effective Timeevent of a dispute between Seller and the Company arising out of or relating to any matter in which Xxxxxxx acted for them both, none of the attorney-client privilege, the Surviving Corporation and its Affiliates) expectation of client confidence or any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications other rights to any third partyevidentiary privilege will protect from disclosure to Seller any information or documents developed or shared during the course of Xxxxxxx’ joint representation of Seller and the Company.

Legal Representation. The Parties Buyer and the Company Group hereby agree thaton their own behalf and on behalf of their directors, notwithstanding the fact that EGS may havemembers, prior to Closingpartners, jointly represented the Purchaserofficers, Merger Subemployees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Weil (or any successor) may represent (a) any or all of the Sponsor Earthbound Holders (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller Group, or (b) the Sellers’ Representative, in each case, in connection with any dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation of the Company Group in connection with this AgreementAgreement and the transactions contemplated hereby, and each of Buyer and the Ancillary Documents Company Group on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest arising therefrom or relating thereto in connection with the Post-Closing Representation, provided, however, that the parties agree to take all steps reasonably necessary to ensure that any attorney-client privilege attaching as a result of Weil representing the Company Group and its Affiliates in connection with this Agreement and the transactions contemplated hereby and therebywill survive the Closing, and has also represented remain in effect and be controlled by the Purchaser and/or Company Group and its Affiliates in connection with matters other than Affiliates. Each of Buyer and the transaction Company Group, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that is all communications between the subject of this Agreement, EGS will be permitted in Seller Group and their counsel prior to the future, after Closing, to represent the Sponsorincluding Weil, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel made substantially in connection with the transactions negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this AgreementAgreement or the transactions contemplated hereby or thereby that were privileged communications between the Seller Group, hereby agreethe Company Group, and such counsel prior to the Closing, shall continue from and after the Closing to be privileged and that neither Buyer, the Company Group, nor any Person purporting to act on behalf of or through Buyer or the Company Group or any of the Waiving Parties, will seek to obtain the same by any process from the Seller Group, the Company Group or such counsel. From and after the Closing, each of Buyer and the Company Group, on behalf of itself and the Waiving Parties, will not assert any attorney-client privilege with respect to any communication between Weil and the Company Group or any Person in advance, the Seller Group occurring prior to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise the Closing in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Legal Representation. The Parties agree that(a) Parent hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany), Merger Suband each of their respective successors and assigns (all such parties, the Purchaser Representative and/or “Parent Waiving Parties”), that Fenwick & West LLP (or any successor) may represent the Sponsor Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Stockholder Group”), in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Ancillary Documents Transactions, notwithstanding its representation (or any continued representation) of the Group Companies or other Parent Waiving Parties, and each of Parent and the transactions contemplated Company on behalf of itself and the Parent Waiving Parties hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Parent and has also represented the Purchaser and/or Company acknowledge that the foregoing provision applies whether or not Fenwick & West LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Company, for itself and the Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company or any member of the Stockholder Group and its Affiliates counsel, including Fenwick & West LLP, made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Legal Proceeding arising out of, of or related relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Stockholder Group (the “Stockholder Privileged Communications”), without any waiver thereof. The Company Parent and the Seller RepresentativeCompany, who are or have the right to be represented by independent counsel in connection together with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserStockholder Privileged Communications, Merger Subwhether located in the records or email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), in any Sponsor, the Purchaser Representative Legal Proceeding against or involving any of their respective Affiliates. The the Parties acknowledge after the Closing, and Parent and the Company agree thatnot to assert that any privilege has been waived as to the Stockholder Privileged Communications, for whether located in the purposes records or email server of the attorney-client privilege, Company or otherwise (including in the Sponsor knowledge of the officers and employees of the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyCompany).

Legal Representation. The Parties agree that(a) HTP hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates (including, after the fact that EGS may have, prior to Closing, jointly represented the PurchaserSurviving Company and its Subsidiaries), Merger Suband each of their respective successors and assigns (all such parties, the Purchaser Representative and/or the Sponsor in connection with this Agreement“HTP Waiving Parties”), the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to Xxxxxx LLP may represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Surviving Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative its Subsidiaries or any of their respective directors, managers, members, partners, officers, employees or Affiliates, including in each case, in connection with any matters that arise Action or obligation arising out of this Agreement or that are substantially related relating to this Agreement Agreement, notwithstanding its representation (or to any prior representation by EGS continued representation) of the PurchaserCompany and its Subsidiaries or other HTP Waiving Parties, Merger Suband each of HTP and the Company on behalf of itself and the HTP Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any Sponsor, other objection arising therefrom or relating thereto. HTP and the Purchaser Representative Company acknowledge that the foregoing provision applies whether or not Xxxxxx LLP provides legal services to the Surviving Company or any of its Subsidiaries after the Closing Date. HTP and the Company, on behalf of their respective Affiliates. The Parties acknowledge successors and assigns (including, after the Closing, the Surviving Pubco, the Surviving Company and their respective Subsidiaries) further agree that, for as to all legally privileged communications prior to the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Closing made in connection with respect to the negotiation, execution preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the Transactions between or among the Company or any of its Subsidiaries, on the one hand, and Xxxxxx LLP, on the Ancillary Documents. All such communications shall remain privileged after other hand, the Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Mergers and belong solely to the Sponsor and Holders after the Purchaser RepresentativeClosing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed or controlled by Purchaser or the Surviving Corporation; providedCompany. Notwithstanding the foregoing, further, that nothing contained herein any privileged communications or information shared by HTP prior to the Closing with the Company under a common interest agreement shall be deemed to be a waiver by and remain the Purchaser privileged communications or any information of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyCompany.

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on behalf of itself and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out ofacknowledges and agrees that Sellers’ Counsel has acted as counsel for Sellers and their Affiliates, or related and that Sellers reasonably anticipate that Sellers’ Counsel will continue to represent Sellers and their Affiliates in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates, expressly consents to, this Agreement. The Company : (a) Sellers’ Counsel representation of Sellers and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreetheir Affiliates, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates post-Closing matter in which the interests of such Person are adverse to Buyer, on the interests of the Purchaserone hand, the Company and/or the Seller Representative and Sellers or any of their respective Affiliates, on the other hand, are adverse, including any matters that arise out of this Agreement or that are substantially related matter relating to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Sellers’ Counsel may have previously advised Sellers or their Affiliates, and (b) the disclosure by Sellers’ Counsel to Sellers or their Affiliates, as applicable, of any information learned by Sellers’ Counsel in the course of its representation of Sellers or their respective Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Sellers’ Counsel’s duty of confidentiality. The Parties acknowledge Furthermore, Buyer, on behalf of itself and agree its Affiliates, (1) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Sellers and its Affiliates by Sellers’ Counsel in the Contemplated Transactions, to the extent that such information or documentation was privileged as to Sellers or its Affiliates (“Confidential Communications”), and (2) agrees that (i) the privilege with respect to such Confidential Communications shall remain with Sellers following the Closing such that, for without limiting Sellers’ rights to such privilege, Sellers alone shall have and maintain the purposes right to waive the privilege, (ii) if Sellers’ former officers or managers leave any emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of any Sale Entity or JV Company, such occurrence shall not constitute a waiver of the attorney-client privilegeprivilege or any other privilege applicable to such documents, and (iii) to the Sponsor extent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or JV Company or are otherwise within the records of the Sale Entities and the Purchaser Representative JV Companies following the Closing, it will, upon discovery of any such documents, permanently delete or destroy all such emails or other documents containing such Confidential Communication and not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall be deemed the clients not assert any claim against Sellers’ Counsel in respect of EGS with respect legal services provided to the negotiation, execution and performance of Sale Entities or the JV Companies by Sellers’ Counsel in connection with this Agreement or the Contemplated Transactions. If and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeextent that, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass at any time subsequent to or be claimed by Purchaser or the Surviving Corporation; providedClosing, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingshall have the right to assert or waive any attorney-client privilege with respect to any communication between Sellers or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) , shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySellers’ Counsel and Sellers.

Legal Representation. The Parties agree that, : (a) notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeagrees, in advance, to waive (and to cause their its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, Purchaser and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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; and (b) notwithstanding the fact that Xxxxxxx Xxxxxx & Xxxx LLP (“MSF”) may have, prior to Closing, represented the Company in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Company and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, MSF will be permitted in the future, after Closing, to represent the Surviving Corporation and Purchaser or their Affiliates in all matters, including in connection with matters in which such Persons are adverse to the Sponsor or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Purchaser, who is or has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with MSF’s future representation of one or more of Surviving Corporation and Purchaser or their Affiliates in which the interests of such Person are adverse to the interests of the Sponsor or any of its respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement. Nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any pre-Closing communications to any third party.

Legal Representation. The Parent, Merger Subsidiary and the Company hereby agree, on their own behalf and on behalf of their directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (or any successor) may represent (a) any or all of the Securityholders (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller Group, or (b) the Securityholders’ Representative, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company and/or any of its Subsidiaries, and each of Parent, Merger Subsidiary and the Company on behalf of itself and the Waiving Parties agree thathereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent, notwithstanding Merger Subsidiary and the fact Company acknowledge that EGS may havethe foregoing provision applies whether or not Weil, Gotshal & Xxxxxx LLP provides legal services to the Company or any of its Subsidiaries after the Closing Date. Each of Parent, Merger Subsidiary and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Company and its Subsidiaries prior to the Closing, jointly represented the PurchaserSeller Group and their counsel, including Weil, Gotshal & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel (notwithstanding that the Company or any of its Subsidiaries participated or was provided such communications nor that the Company or any of its Subsidiaries is also a client of such counsel) and from and after the Closing neither Parent, Merger SubSubsidiary, the Purchaser Representative and/or Company, any Subsidiary of the Sponsor Company, nor any Person purporting to act on behalf of or through Parent, Merger Subsidiary or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Parent, Merger Subsidiary and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company, its Subsidiaries or any Person in the Seller Group occurring prior to the Closing in connection with this Agreement, any of the Ancillary Documents and agreements contemplated hereby, any of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the and Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, and the Seller RepresentativeMerger Sub, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company and/or the Seller Representative Company, or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. (a) The Parties Parties, on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sellers, the Company Entities and therebyany of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Seller Group”), on the one hand, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement(y) Purchaser, EGS will be permitted in the future, after Closing, to represent the Sponsor, the shareholders or holders of other equity interests of Purchaser Representative or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Purchaser Group”), on the other hand, any legal counsel, including Pxxxxxx Juvigny Marpeau & Associés and Winston & Sxxxxx LLP, that represented the Sellers prior to the Closing may represent any member of the Seller Group in such dispute even though the interests of such Persons may be directly adverse to Purchaser, and even though such counsel may have represented the Sellers in a matter substantially related to such dispute, or may be handling ongoing matters for the Sellers, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waiveor thereby) any actual between or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, among the Company and/or any member of the Seller Representative or any of their respective AffiliatesGroup, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of on the Purchaserone hand, Merger Suband Pxxxxxx Xxxxxxx Marpeau & Associés and Winston & Sxxxxx LLP, any Sponsoron the other hand (the “Pxxxxxx & Winston Privileged Communications”), the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall survive the Transactions and belong solely to the Sponsor Seller Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Purchaser under a common interest agreement shall remain the privileged communications or information of the Company. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Pxxxxxx & Wxxxxxx Privileged Communications, whether located in the records or email server of Purchaser, the Company or their respective Subsidiaries, in any Action against or involving any of the Parties after the Closing, and the Purchaser RepresentativeParties agree not to assert that any privilege has been waived as to the Pxxxxxx & Wxxxxxx Privileged Communications, shall be controlled by virtue of the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyTransactions.

Legal Representation. The Parties agree that, notwithstanding Each of the fact parties hereby agrees that EGS each of Seller’s Solicitors may have, prior serve as counsel to Closing, jointly represented the Purchaser, Merger SubSeller and its Affiliates (individually and collectively, the Purchaser Representative and/or “Seller Group”), on the Sponsor one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, agreement and the Ancillary Documents and consummation of the transactions contemplated hereby and therebyhereby, and has also represented that, following Completion and the Purchaser and/or its Affiliates other transactions contemplated by the Transaction Documents, each of Seller’s Solicitors may serve as counsel to any member of the Seller Group or any director, partner, officer, employee or Affiliate of any member of the Seller Group in connection with matters other than any litigation, claim or obligation arising out of or relating to this agreement or the transaction that is transactions contemplated by the subject Transaction Documents notwithstanding such representation and each of this Agreementthe parties hereby consents thereto and waives any conflict of interest arising therefrom, EGS will be permitted in and each of the futureparties shall procure any Affiliate thereof to consent to waive any conflict of interest arising from such representation. The Purchaser agrees that, after Closing, as to represent the Sponsorall communications among each of Seller’s Solicitors, the Purchaser Representative or Company, the Seller and their respective Affiliates in connection with matters in which such Persons are adverse that relate to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementagreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Seller and the Purchaser Representativeits Affiliates, shall as applicable, and may be controlled by the Sponsor Seller and the Purchaser Representative its Affiliates and shall not pass to or be claimed by any of the Purchaser or the Surviving Corporation; providedCompany. Notwithstanding the foregoing, further, in the event that nothing contained herein shall be deemed to be a waiver by dispute arises between the Purchaser or the Company, on the one hand, and a third party (other than any member of its Affiliates (includingthe Seller Group), on the other hand, after the Effective TimeCompletion, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by each of Seller’s Solicitors to such communications to any third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Seller. This clause 26 is for the benefit of the Seller Group and such persons are intended third party beneficiaries of this clause 26.

Legal Representation. The Parties agree that(a) Recognizing that Xxxxxx Xxxxxx LLP, notwithstanding Cravath, Swaine & Xxxxx LLP, Xxxxxxxx Xxxxxx XXX, Morris, Xxxxxxx, Arsht & Xxxxxxx LLP, Xxxxxxxxx Xxxxxx Xxxxxx LLP and/or Telecommunications Law Professionals, PLLC (each, a “Law Firm” and collectively, the fact that EGS may have“Law Firms”) have acted as legal counsel to Parent, Seller and/or their Subsidiaries or the Seller Independent Directors for various matters prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor including in connection with this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby and thereby(collectively, the “Pre-Closing Engagements”), and has also represented the Purchaser and/or its Affiliates in that connection with matters not as counsel for any other than the transaction that is the subject of this AgreementPerson, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser including Buyer or any of its Affiliates, including any disputes arising out ofonly Parent, or related toSeller, this Agreement. The Company their respective Subsidiaries (other than the Acquired Companies) and the Seller RepresentativeIndependent Directors shall be considered clients of the Law Firms for purposes of the Pre-Closing Engagements. In connection with any matter, who are including anything related to the transactions contemplated hereby or any disagreement or dispute in connection therewith or any other matter relating to a Pre-Closing Engagement, the Parties agree that Parent, Seller and the Seller Independent Directors shall each have the right right, at its election, to retain the Law Firms after the Closing to represent it and its Affiliates in such matter, and Buyer (on behalf of itself and its Affiliates and Representatives) hereby agrees, and agrees to cause the Acquired Companies to agree, to irrevocably waive and consent to any such representation in any such matter. Without limiting the generality of the foregoing, after the Closing, the Law Firms shall be represented by independent counsel permitted to represent Parent, Seller, any of their Affiliates or Representatives or the Seller Independent Directors, in connection with the transactions contemplated by this Agreementany negotiation, hereby agreetransaction or dispute (where “dispute” includes litigation, in advance, to waive (and to cause their Affiliates to waivearbitration or other adversarial proceedings) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorBuyer, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Acquired Companies or any of their respective AffiliatesAffiliates or Representatives relating to any Pre-Closing Engagements, including indemnification claims or any matters that arise out of this other matter related to any Transaction Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliatestransactions contemplated thereby. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.179

Legal Representation. The Parties agree Purchaser further agrees that, notwithstanding the fact that EGS may haveas to all communications between and among all counsel for Seller, prior to Closing, jointly represented the Purchaser, Merger SubSeller Parent, the Purchaser Representative Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Sponsor Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this AgreementAgreement (collectively, the Ancillary Documents and the transactions contemplated hereby and thereby“Privileged Communications”), and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sponsor Privileged Communications belongs to Seller and the Purchaser Representative, shall Seller Parent and may be controlled by the Sponsor Seller and the Purchaser Representative Seller Parent and shall will not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Effective TimeClosing none of Purchaser, its Affiliates (including, following the Closing, the Surviving Corporation Transferred Entities), or any Person purporting to act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any of the Privileged Communications in any Action against or involving any of Seller, Seller Parent or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) of any applicable privileges or protections that can or after the Closing, Purchaser and its Affiliates may be asserted assert the attorney-client privilege to prevent disclosure of any Privileged Communications by counsel to such communications to any third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.

Legal Representation. The Parties agree Each of Buyer and the Company hereby agrees, on its own behalf and on behalf of its respective directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, its “Waiving Parties”), that, notwithstanding after the fact that EGS may have, prior to Closing, jointly represented Weil, Gotshal & Xxxxxx LLP may each represent any or all of the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Equity Holders and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in the event such Person so requests, in each case in connection with matters in which any matter, dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated herein, including under ‎Section 2.8 (any such Persons are adverse to representation, the Purchaser “Post-Closing Representation”), and each of Buyer and the Company, on behalf of itself and its Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Buyer and the Company, for itself and its AffiliatesWaiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Equity Holders, the Stockholders’ Representative and any of their respective Affiliates (the “Stockholder Group”) and their counsel, including Weil, Gotshal & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions any agreements contemplated by this AgreementAgreement or the Transactions, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, are privileged communications between the Purchaser Representative or their respective Affiliates in which the interests Stockholder Group and such counsel and none of such Person are adverse to the interests of the PurchaserBuyer, the Company and/or the Seller Representative or any of their respective AffiliatesWaiving Parties, including nor any matters that arise out Person purporting to act on behalf of this Agreement or that are substantially related to this Agreement through Buyer or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Company or any of their respective AffiliatesWaiving Parties, will seek to obtain the same by any process. The Parties acknowledge From and agree thatafter the Closing, for each of Buyer and the purposes Company, on behalf of the itself and its Waiving Parties, waives and will not assert any attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company or any Person in the Stockholder Group occurring during the representation in connection with the negotiation, preparation, execution and performance delivery of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing other agreements contemplated hereby and the privilege and consummation of the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or Transactions in connection with any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyPost-Closing Representation.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany Stockholder, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Company Stockholder or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on behalf of itself and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company and its Subsidiaries), acknowledges and agrees that Squire Xxxxxx Xxxxx (US) LLP (“SPB”) may have acted as counsel for Compass Diversified Holdings (“CDH”), Sellers’ Representative, the Company and/or their respective Affiliates in certain matters for several years and that, from and after the Closing, CDH and Sellers’ Representative reasonably anticipate that SPB will continue to represent them and/or such other parties (other than the Company and its Subsidiaries) in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), expressly: (a) consents to SPB’s representation of CDH and Sellers’ Representative and/or their Affiliates (excluding the Company and its Subsidiaries) in any post-Closing matter arising out of this Agreement and the transactions contemplated hereby in which the interests of Buyer, the Company or any of its Subsidiaries, on the one hand, and CDH and Sellers’ Representative or their Affiliates, on the other hand, are adverse; and (b) in connection with such representation, consents to the disclosure by SPB to CDH and Sellers’ Representative or their Affiliates of any applicable privileges information learned by SPB in the course of its representation of CDH, Sellers’ Representative, the Company or protections their respective Affiliates prior to the Closing. Furthermore, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of CDH or Sellers’ Representative and/or their Affiliates by SPB in the transactions contemplated hereby prior to the Closing, to the extent that can such information or may be asserted documentation was privileged as to prevent disclosure CDH or Sellers’ Representative and/or their Affiliates. Upon and after the Closing, the Company and its Subsidiaries shall cease to have any attorney-client relationship with SPB, unless and to the extent SPB is specifically engaged in writing by the Company or any of any its Subsidiaries to represent such communications Person after the Closing and such engagement either (i) involves no conflict of interest with respect to any third partyCDH or Sellers’ Representative and/or their Affiliates or (ii) CDH and Sellers’ Representative and/or their Affiliates, as applicable, consents in writing at the time to such engagement. Any such representation by SPB after the Closing shall not affect the foregoing provisions hereof.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Dxxxxx Gxxxxxx PLLC may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Dxxxxx Gxxxxxx PLLC will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSDxxxxx Gxxxxxx PLLC’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Dxxxxx Gxxxxxx PLLC of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Dxxxxx Gxxxxxx PLLC with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Lxxxxx & Wxxxxxx LLP (“Lxxxxx“) may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or its SPAC, Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Lxxxxx will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Holdings, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Holdings and the Seller RepresentativeCompany Shareholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Lxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserHoldings, SPAC, the Company and/or and the Seller Representative Company Shareholders or any of their respective Affiliates, including Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Lxxxxx of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Lxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldings, SPAC; provided, provided further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Holdings, SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree thatBuyer hereby agrees, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on its own behalf and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any on behalf of its Affiliatesdirectors, including any disputes arising out ofmembers, or related topartners, this Agreement. The Company officers, employees and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company and its AffiliatesSubsidiaries), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxx & Xxxxxxx LLP may represent Seller or the Seller Representative (each such Person, a “Designated Person”) in the event such Designated Person so requests, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement (any applicable privileges such representation, the “Post-Closing Representation”), and Buyer on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or protections any objection arising therefrom or relating thereto. Each of Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that can all communications between a Designated Person and its Affiliates (excluding the Company and its Subsidiaries) (collectively, a “Designated Group”) and its counsel, including Xxxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications between such Designated Group and such counsel and none of Buyer, the Company or any of the Waiving Parties, nor any Person purporting to act on behalf of or through Buyer or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Buyer and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Xxxxxx & Xxxxxxx LLP and the Company or any Person in a Designated Group occurring during the representation in connection with the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Transactions in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any Subsidiary of the Company and a third party other than a party to this Agreement after the Closing, the Company may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx & Xxxxxxx LLP or any Person in a Designated Group to such communications to any third party.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS ArentFox Schiff LLP (“AFS”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS AFS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSAFS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS AFS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS AFS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties (a) SPAC, the Company, Pubco and Merger Sub on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreement or the transactions contemplated hereby and thereby, and has also represented arises after the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent Acquisition Merger Closing between or among (i) the Sponsor, the Purchaser Representative stockholders or holders of other equity interests of SPAC or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than SPAC) (collectively, the “Fast Group”), on the one hand, and (ii) SPAC and/or any member of the Company Group (as defined below), on the other hand, any legal counsel, including Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”), that represented SPAC or a member of the Fast Group prior to the Acquisition Merger Closing may represent any member of the Fast Group in such dispute even though the interests of such Persons may be directly adverse to SPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or a member of the Fast Group. Neither SPAC nor the Company shall seek to or have Xxxxxx Xxxx disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Fast Group by Xxxxxx Xxxx. The parties to this Agreement hereby waive any potential conflict of interest arising from such prior representation and each party shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such party has consulted with counsel in connection therewith. SPAC and the Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Acquisition Merger Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waiveor thereby) any actual between or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilegeamong SPAC, the Sponsor and/or any other member of the Fast Group, on the one hand, and Xxxxxx Xxxx, on the Purchaser Representative shall be deemed other hand, the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Mergers and belong solely to the Sponsor and Fast Group after the Purchaser RepresentativeAcquisition Merger Closing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed or controlled by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySPAC.

Legal Representation. The Parties agree thatSellers, notwithstanding Buyer and the fact that EGS may haveAcquired Entities hereby agree, prior to Closingon their own behalf and on behalf of their current and future directors, jointly represented the Purchasermanagers, Merger Submembers, partners, officers, equityholders, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser Representative and/or the Sponsor “Waiving Parties”), that each of Kxxxxxxx & Exxxx LLP (“K&E”) and Nob Hill Law Group, P.C. (“NHLG”) (or any successor thereto) may represent Sellers or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof, in connection with any dispute, Proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor(any such representation, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel Acquired Entities in connection with the transactions contemplated by this Agreement, and each of Buyer and the Acquired Entities on behalf of itself and the Waiving Parties hereby agree, in advance, to waive consents thereto and irrevocably waives (and to cause their Affiliates to waivewill not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Buyer and the Acquired Entities each acknowledge that may hereafter arise the foregoing provision applies whether or not K&E or NHLG provides legal services to the Acquired Entities after the Closing Date. Each of Buyer and the Acquired Entities, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, NHLG, the Acquired Entities, Sellers or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with EGS’s future representation the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of one or more relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs solely to the Sponsor Sellers and the Purchaser Representative, shall may be exclusively controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by Purchaser Buyer or the Surviving Corporation; providedAcquired Entities, furtherand from and after the Closing none of Buyer, that nothing contained herein shall be deemed the Acquired Entities or any Person purporting to be a waiver by act on behalf of or through Buyer, the Purchaser Acquired Entities or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, each of Buyer and the Acquired Entities, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege with respect to any communication among K&E, NHLG, the Surviving Corporation and its Affiliates) Acquired Entities, Sellers or any director, officer, manager, member, equityholder, employee or Representative of any applicable privileges of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or protections that can or the Acquired Entities, on the one hand, and a third party other than Sellers, on the other hand, Buyer and the Acquired Entities may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Buyer nor the Acquired Entities may waive such privilege without the prior written consent of Sellers.

Legal Representation. The Parties agree thatBuyer, notwithstanding on behalf of itself and its Affiliates (including, after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, Company and its Subsidiaries) acknowledges that DLA Piper LLP (US) has acted as counsel for Seller and the Purchaser Representative and/or the Sponsor Company in connection with this Agreement and the transactions contemplated hereby, and in connection with this Agreement and the transactions contemplated hereby, DLA Xxxxx has not acted as counsel for any other Person. If Seller so desires and without the need for any consent or waiver by the Company, Seller or Buyer, DLA Piper LLP (US) will be permitted to represent Seller and any of its Affiliates after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any Ancillary Documents or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, DLA Piper LLP (US) will be permitted to represent Seller, any of its 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 Buyer, its Subsidiaries 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 any Ancillary Documents. From and after the Closing, the attorney-client privilege of the Company and its Subsidiaries related to communications between the Company or its Subsidiaries, on the one hand, and Seller and any of their Affiliates, on the other hand, to the extent related to the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS thereby will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be the right of Seller, and not that of Buyer, the Company or its Subsidiaries, and may be waived only by Seller. Absent the consent of Seller, neither Buyer nor, from and after the Closing, the Company or its Subsidiaries, will have a waiver by right to access such attorney-client privileged material of the Purchaser Company and its Subsidiaries related to this Agreement, the Ancillary Documents or any of the transactions contemplated hereby or thereby. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (Affiliates, including, after following the Effective TimeClosing, the Surviving Corporation Company and its Subsidiaries, on the one hand, and a third party other than Seller or its Affiliates) of any applicable privileges , on the other hand, Buyer or protections that can or its Affiliates, including, following the Closing, the Company and its Subsidiaries, may be asserted to prevent the disclosure of any such communications attorney-client privileged material to any such third partyparty and request that Seller not permit such disclosure, and Seller shall cooperate with such request in good faith.

Legal Representation. (a) The Parties agree thatLaw Department of Xxxxxxx Corporation, notwithstanding in concert with Sidley Austin LLP (collectively, “Xxxxxxx Legal”), has acted as counsel for Parent, Vectron, the fact that EGS may haveEquity Seller and the Acquired Company (collectively, the “Clients”) for various matters prior to the Closing, jointly represented including in connection with this Agreement and the Purchaser, Merger Subtransactions contemplated hereby (collectively, the Purchaser Representative and/or “Pre-Closing Engagements”), and in that connection not as counsel for any other Person, including Buyer or its Affiliates. Only the Sponsor Clients shall be considered clients of Xxxxxxx Legal for purposes of the Pre-Closing Engagements. Upon and after the Closing, any and all communications between the Clients and Xxxxxxx Legal made in the course of or relating to the Pre-Closing Engagements shall be deemed to be attorney-client confidences that belong solely to Vectron and the Equity Seller and not to the Acquired Company. (b) If Parent, Vectron or the Equity Seller so desires, and without the need for any consent or waiver by the Acquired Company or Buyer, Xxxxxxx Legal shall be permitted to represent Parent, Vectron or the Equity Seller after the Closing in connection with any matter, including, for the avoidance of doubt, anything related to the transactions contemplated by this Agreement or any disagreement or dispute in connection therewith. Without limiting the generality of the foregoing and for the sake of clarity, after the Closing, Xxxxxxx Legal shall be permitted to represent Parent, Vectron and the Equity Seller, any of their Affiliates or representatives, or any one or more of them, in connection with any negotiation, transaction or dispute (where “dispute” includes litigation, arbitration or other adversarial proceedings) with Buyer, the Acquired Company or any of their Affiliates or representatives relating to the Pre-Closing Engagements, including any matter related to this Agreement, such as claims for indemnification and disputes involving non-competition or other agreements entered into in connection with this Agreement. (c) Parent, Vectron, the Ancillary Documents Equity Seller (on behalf of itself and the transactions contemplated hereby Acquired Company) and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse Buyer consent to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company foregoing arrangements and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise be involved in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective AffiliatesXxxxxxx Legal permitted hereunder. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.Section 11.18

Legal Representation. The Parties agree thatEach of the parties to this Agreement hereby agrees, notwithstanding on its own behalf and on behalf of its directors, partners, officers, employees and affiliates, that Xxxx Xxxxxxx LLP may serve as counsel to each and any Securityholder and its affiliates (individually and collectively, and including the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSecurityholder Representative, the Purchaser Representative and/or “Securityholder Group”), on the Sponsor one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, Agreement and the Ancillary Documents and consummation of the transactions contemplated hereby and therebyhereby, and has also represented that, following the Purchaser and/or its Affiliates Closing, Xxxx Xxxxxxx LLP (or any successor) may serve as counsel to each and any member of the Securityholder Group or any director, partner, officer, employee or affiliate of any member of the Securityholder Group, in connection with matters other than any litigation, claim or obligation arising out of or relating to this Agreement or the transaction that is transactions contemplated by this Agreement notwithstanding such representation and each of the subject parties hereto hereby consents thereto and waives any conflict of this Agreementinterest arising therefrom, EGS will be permitted in the futureand each of such parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Buyer agrees that, after Closing, as to represent the Sponsorall communications among Xxxx Xxxxxxx LLP, the Purchaser Representative or Company and its Subsidiaries, the Securityholders and their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company affiliates and the Seller Representative, who are or have the right Securityholder Representative that relate in any way to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Securityholders and their respective affiliates and/or the Purchaser Securityholder Representative, shall as applicable, and may be controlled by the Sponsor Securityholders and their respective affiliates and/or the Purchaser Securityholder Representative and shall not pass to or be claimed by Purchaser the Company or its Subsidiaries. Notwithstanding the Surviving Corporation; providedforegoing, furtherin the event that a dispute arises between Buyer, that nothing contained herein shall be deemed the Company or its Subsidiaries and a third party other than a party to be a waiver by the Purchaser or any of its Affiliates (including, this Agreement after the Effective TimeClosing, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or Company may be asserted assert the attorney- client privilege to prevent disclosure of any confidential communications by Xxxx Xxxxxxx LLP to such communications to any third party; provided, however, that the Company may not have access to such confidential communications or waive such privilege without the prior written consent of the Securityholder Representative. This Section 10.17 is for the benefit of the Securityholder Group and such persons are intended third-party beneficiaries of this Section 10.17.

Legal Representation. The Parties agree that, notwithstanding All communications involving attorney-client confidences among the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Company Group and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx in the futurecourse of the negotiation, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any documentation and consummation of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, Agreement will be deemed to waive be attorney-client confidences that belong solely to the Stockholders (and to cause not Parent or the Second Surviving Corporation or their subsidiaries or Affiliates) and may be controlled by the Equityholder Representative. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Stockholders and their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of will be the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiation, execution documentation and performance consummation of the transactions contemplated by this Agreement (collectively, the “Pre-Merger Communications”), and none of the Ancillary Documents. All such communications shall remain privileged after Parent or the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely Second Surviving Corporation or their subsidiaries or Affiliates will be a holder thereof, (b) to the Sponsor extent that files of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx with respect to the negotiation, documentation and consummation of the Purchaser Representativetransactions contemplated by this Agreement constitute property of the client, shall be controlled by only the Sponsor Stockholders and their Affiliates will hold such property rights and (c) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx will not have any duty whatsoever to reveal or disclose the Purchaser Representative and shall not pass Pre-Merger Communications or files pertaining to or be claimed by Purchaser the Pre-Merger Communications to Parent or the Second Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Corporation or any of its their subsidiaries or Affiliates (includingby reason of any attorney-client relationship between any of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx LLP and the Company or otherwise. Notwithstanding the foregoing, after in the Effective Timeevent that a dispute arises between the Parent, the Second Surviving Corporation or their subsidiaries or Affiliates, on the one hand, and its Affiliatesa third party other than the Stockholders, on the other hand, Parent may assert the attorney-client privilege to prevent the disclosure of the Pre-Merger Communications to such third party or waive such privilege if desired in connection with resolving such dispute. In the event that Parent is legally required or requested by governmental order or otherwise (any such request or order, a “Legal Request”) to access or obtain a copy of all or a portion of the Pre-Merger Communications, Parent shall be entitled to access or obtain a copy of and disclose the Pre-Merger Communications to the extent necessary to comply with any such Legal Request. In the event of any applicable privileges or protections that can or may be asserted Legal Request, Parent shall promptly notify the Equityholder Representative in writing (prior to prevent the disclosure by Parent of any such communications Pre-Merger Communications to any third partythe extent practicable) so that the Equityholder Representative can seek a protective order and Parent agrees to use all commercially reasonable efforts (at the sole cost and expense of the Company Equityholders) to assist therewith.

Legal Representation. The Parties agree thatNew Member, notwithstanding on behalf of itself and its Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany) acknowledges and agrees that Lxxxxx & Wxxxxxx LLP and Kxxx Xxxxxx LLP (collectively, Merger Sub“Existing Member’s Counsel”) have acted as counsel for the Existing Member, the Purchaser Representative and/or Company and their respective Affiliates for several years and that the Sponsor Existing Member and its Affiliates reasonably anticipate that Existing Member’s Counsel will continue to represent them in connection with this Agreementfuture matters. Accordingly, the Ancillary Documents New Member, on behalf of itself and its Affiliates (including after the Closing, the Company) expressly consents to: (a) Existing Member’s Counsel’s representation of the Existing Member and its respective Affiliates in any post-Closing matter in which the interests of the New Member and the Company, on the one hand, and the Existing Member or its respective Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated hereby and therebyby this Agreement or any disagreement or dispute relating thereto, and has also represented whether or not such matter is one in which Existing Member’s Counsel may have previously advised the Purchaser and/or Existing Member, the Company or their respective Affiliates; and (b) the disclosure by Existing Member’s Counsel to the Existing Member or its respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted any information learned by Existing Member’s Counsel in the future, after Closing, to represent course of its representation of the SponsorExisting Member, the Purchaser Representative Company or their respective Affiliates in connection with matters in which such Persons are adverse prior to the Purchaser Closing Date, whether or not such information is subject to attorney-client privilege or Existing Member’s Counsel’s duty of confidentiality. Furthermore, the New Member, on behalf of itself and its Affiliates (including after the Closing, the Company) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of the Existing Member or its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented respective Affiliates by independent counsel Existing Member’s Counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse solely to the interests of extent that such information or documentation was privileged as to the Purchaser, the Company and/or the Seller Representative Existing Member or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their its respective Affiliates. The Parties acknowledge New Member, on behalf of itself and agree its Affiliates (including after the Closing, the Company) further covenants and agrees that each shall not assert any conflict of interest claim against Existing Member’s Counsel in respect of legal services provided to the Company by Existing Member’s Counsel in connection with this Agreement or the transactions contemplated hereby. If and to the extent that, for at any time subsequent to the purposes of the attorney-client privilegeClosing, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser New Member or any of its Affiliates (including, including after the Effective TimeClosing, the Surviving Corporation Company) shall have the right to waive any attorney-client privilege with respect to any communication between the Company and any Person representing them that occurred at any time prior to the Closing, the New Member, on behalf of itself and its AffiliatesAffiliates (including after the Closing, the Company) shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythe Existing Member.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Rxxxx, P.C. may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Rimon, P.C. will be permitted in the future, after Closing, to represent Purchaser, the Sponsor, the Purchaser Representative or their respective Affiliates Affiliates, in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Company Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSRimon, P.C.’s future representation of one or more of Purchaser, the Sponsor, the Purchaser Representative or their respective Affiliates Affiliates, in which the interests of such Person are adverse to the interests of the Purchaser, the Company Company, and/or the Seller Company Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Rxxxx, P.C. of the Sponsor, Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Rimon, P.C. with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing End Date and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative Representative, and shall not pass to or be claimed by Purchaser or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Purchaser, or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, Merger Sub and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior Buyer hereby waives and agrees to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebynot assert, and has also represented agrees to cause the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, Group Entities to waive (and to cause their Affiliates to waive) not assert, any actual or potential conflict of interest arising out of or relating to the representation, after the Closing Date, of Sellers or the Company Group Entities in any dispute with Buyer, the Company Group Entities or their Affiliates or any other matter involving the transactions contemplated hereby (each, a “Post-Closing Representation”) by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company Group Entities or its Affiliates (each, a “Prior Company Group Entities Counsel”) in connection with the transactions contemplated hereby (“Pre-Closing Representation”). Buyer further waives and agrees to not assert, and agrees to cause the Company Group Entities and its Affiliates to waive and not assert, in connection with any Post-Closing Representation, any attorney-client privilege with respect to any communication between any Prior Company Group Entities Counsel and Sellers, the Company Group Entities, their Affiliates and/or any director, officer, employee, manager or representative of the Company Group Entities or its Affiliates that relates to the Pre-Closing Representation (it being the intention of the Parties that all rights to such attorney-client privilege, including the right to control such attorney-client privilege, shall be held by Sellers). Recognizing that Prior Company Group Entities Counsel has acted as legal counsel to the Company Group Entities, certain of the direct and indirect holders of the equity interests in the Company Group Entities and certain of their respective Affiliates prior to the date hereof, and that Prior Company Group Entities Counsel intends to act as legal counsel to Sellers and certain of the direct and indirect holders of equity interests in the Company Group Entities and their respective Affiliates (which will no longer include the Company Group Entities) after the Closing, Buyer and the Company Group Entities hereby waive, on their own behalf and agree to cause their Affiliates to waive, any conflicts that may hereafter arise in connection with EGS’s future representation of one Prior Company Group Entities Counsel representing Sellers or more any direct or indirect holders of the Sponsorequity interests in the Company Group Entities or their Affiliates after the Closing as such representation may relate to Buyer, the Purchaser Representative Company Group Entities, its Affiliates or the transactions contemplated hereby. In addition, all communications between direct and indirect holders of the equity interests in the Company Group Entities, the Company Group Entities and their respective Affiliates, on the one hand, and Prior Company Group Entities Counsel, on the other hand, related to the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of equity interests in the Company Group Entities and their respective Affiliates in which (and not the interests of such Person are adverse to Company Group Entities) (the interests of the Purchaser“Sellers Pre-Closing Communications”). Accordingly, the Company and/or Group Entities shall have no access to any such Sellers Pre-Closing Communications or to the Seller Representative files of Prior Company Group Entities Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company Group Entities in any medium (including electronic copies) containing or reflecting any of the Sellers Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Sellers effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be distributed to Sellers immediately prior to the Closing with no copies thereof retained by the Company Group Entities, Buyer or any of their respective AffiliatesAffiliates or Representatives. From and after the Closing, including Buyer and the Company Group Entities shall maintain the confidentiality of all such material and information. From and after the Closing, Execution Version none of Buyer, the Company Group Entities, Affiliates and Representatives shall access or in any matters way, directly or indirectly, use or rely upon any such materials or information. To the extent that arise out any such materials or information are not delivered to Sellers, they will be held for the benefit of this Agreement or that are substantially related Sellers, and Buyer, the Company Group Entities, Affiliates and Representatives shall deliver all such material and information to this Agreement or to any prior representation by EGS Sellers promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the Purchaserforegoing, Merger Subfrom and after the Closing, any Sponsor, (i) the Purchaser Representative or any direct and indirect holders of the equity interests in the Company Group Entities and their respective Affiliates. The Parties acknowledge Affiliates (and agree that, for not the purposes Company Group Entities) shall be the sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to such engagement, and none of the negotiationCompany Group Entities shall be a holder thereof, execution (ii) to the extent that files of Prior Company Group Entities Counsel in respect of such engagement constitute property of the client, only the direct and performance indirect holders of the equity interests in the Company Group Entities and their respective Affiliates (and not the Company Group Entities) shall hold such property rights, and (iii) Prior Company Group Entities Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company Group Entities by reason of any attorney-client relationship between Prior Company Group Entities Counsel and the Company Group Entities. Each of Buyer and the Company Group Entities hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement Section 11.19, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.19 is for the benefit of Sellers and each Prior Company Group Entities Counsel, and each Prior Company Group Entities Counsel are intended third-party beneficiaries of this Section 11.19. This Section 11.19 shall be irrevocable, and no term of this Section 11.19 may be amended, waived or modified without the prior written consent of Sellers’ and the Ancillary DocumentsPrior Company Group Entities Counsel affected thereby. All such communications shall remain privileged after Notwithstanding the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeforegoing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that (i) nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer, any Company Group Entity or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications Protected Materials to any third party (other than to a Seller or any Affiliates Controlled by or under common Control with such Seller) and (ii) if a dispute arises between Buyer or a Company Group Entity and a third party (other than a Seller or any of its Affiliates) after the Closing, then such Company Group Entity, to the extent applicable, may assert the attorney-client privilege to prevent disclosure of the Protected Materials to such third party. The covenants and obligations set forth in this Section 11.19 shall survive for ten (10) years following the Closing Date.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have acknowledge and agree that the right to be Law Firm has represented by independent counsel the Seller Group in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution preparation, execution, delivery and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing Related Documents and the privilege consummation of the Transactions, and that the Seller, its Affiliates and its partners, officers, directors and representatives (the “Seller Group Members”) have a reasonable expectation of client confidence relating thereto shall belong solely to that the Sponsor Law Firm will represent them in connection with any Action involving any Seller Group Member, on the one hand, and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates and representatives (includingthe “Purchaser Group Members”), on the other hand, arising under this Agreement, the Related Documents or the Transactions. Purchaser hereby, on behalf of itself and the other Purchaser Group Members, irrevocably: (a) acknowledges and agrees that any attorney-client privilege, solicitor-client privilege, work product or other attorney-client or solicitor-client confidential information (“Attorney-Client Information”) arising from communications prior to the Closing between the Seller (including any one or more officers, directors or stockholders of such Seller), on the one hand, and the Law Firm, on the other hand, is not included in the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the Business or the Transferred Assets, that any such Attorney-Client Information shall be deemed property of, and controlled solely by, such Seller for the benefit and on behalf of the Seller Group Members and, upon request, convey and transfer any Attorney-Client Information to the Seller; (b) acknowledge and agree that the Seller Group Members shall have the right to retain, or cause the Law Firm to retain, any such documentation or information in the possession of the Law Firm or such Seller Group Members at the Closing; (c) agree not to access, retain or use any documentation or information constituting Attorney-Client Information and that no Purchaser Group Member shall have any right to waive any attorney-client privilege or other right to confidentiality with respect to such Attorney-Client Information; (d) disclaim the right to assert a waiver by any Seller Group Member with regard to the attorney-client privilege, solicitor-client privilege or other right to confidentiality with respect to such Attorney-Client Information solely due to the fact that such documentation or information is physically in the possession of Purchaser after the Effective TimeClosing; (e) consent to the Law Firm’s representation after the Closing of any Seller Group Member in any Action that may relate to a Purchaser Group Member or the Transactions and consent to and waive any conflict of interest arising therefrom without the need for any future waiver or consent; and (f) consent to the disclosure by the Law Firm to any Seller Group Member of any documentation or information obtained by the Law Firm during the course of its representation of Seller or any Affiliate prior to the Closing, whether related to this Agreement, the Surviving Corporation Related Documents, the Transactions or otherwise, whether or not such disclosure is made prior to or after the Closing and its Affiliateswhether or not the documentation or information disclosed is subject to any attorney-client privilege, solicitor-client privilege or confidentiality obligation to any Seller Group Member, any Affiliate of the Seller or any other Person. In the event that any Action arises after the Closing between any Purchaser Group Member and a Person other than a Seller Group Member, such Purchaser Group Member shall not disclose any documentation or information that is subject to an attorney-client privilege or other rights of confidentiality referenced in this Section 10.17 without the prior written consent of the applicable Seller; provided, however, that if such Purchaser Group Member is required by judicial order or other legal process to make such disclosure, such Purchaser Group Member shall promptly notify the applicable Seller in writing of such requirement (without making disclosure) of any applicable privileges or protections that can or may and shall provide such Seller with such cooperation and assistance as shall be asserted necessary to enable such Seller to prevent disclosure by reason of any such communications to any third party.attorney-client privilege, solicitor-client privilege or other rights of confidentiality. This Section 10.17 is for the benefit of the Seller Group Members and such Persons are intended third-party beneficiaries of this Section 10.17. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx may have, prior to Closing, jointly represented the PurchaserSPAC and/or MP One Investment, Merger Sub, the Purchaser Representative and/or the Sponsor LLC in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser SPAC and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the SponsorMP One Investment, the Purchaser Representative LLC or their its respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Company, the SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Nxxxxx Xxxxxxx’x future representation of one or more of the SponsorMP One Investment, the Purchaser Representative LLC or their its respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserSPAC, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Nxxxxx Xxxxxxx of the PurchaserSPAC, Merger SubMP One Investment, any Sponsor, the Purchaser Representative LLC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative MP One Investment, LLC shall be deemed the clients of EGS Nxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeMP One Investment, LLC, shall be controlled by the Sponsor and the Purchaser Representative MP One Investment, LLC and shall not pass to or be claimed by Purchaser the SPAC or the Surviving CorporationCompany; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation Subsidiary and its Affiliatesthe Target Companies) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree that, notwithstanding Each of the fact parties hereby agrees that EGS Skadden may have, prior serve and has served as counsel to Closing, jointly represented the Purchaser, Merger SubSeller and its Affiliates (individually and collectively, the Purchaser Representative and/or “Seller Group”), on the Sponsor one hand, and the Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, Agreement and the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby, and has also represented that, following the Purchaser and/or its Affiliates Closing, Skadden may serve as counsel to any member of the Seller Group or any director, partner, officer, employee or Affiliate of any member of the Seller Group in connection with matters other than the transaction that is the subject any Action arising out of this AgreementAgreement or the Ancillary Agreements or the transactions contemplated hereby or thereby notwithstanding such representation, EGS will be permitted in and each of the futureparties hereby consents thereto and waives any conflict of interest arising therefrom, after Closingand each of the parties shall procure any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Purchaser agrees that, as to represent the Sponsorall communications among Skadden, the Purchaser Representative or Acquired Companies, Seller and their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with regarding the transactions contemplated by this Agreement, hereby agree, in advance, Agreement or the Ancillary Agreements or that relate to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise dispute arising out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and Agreements, the expectation of client confidence relating thereto shall belong solely and any other applicable legal privilege belongs to the Sponsor Seller and the Purchaser Representativeits Affiliates, shall as applicable, and may be controlled by the Sponsor Seller and the Purchaser Representative its Affiliates and shall not pass to or be claimed by any of Purchaser or the Surviving Corporation; providedAcquired Companies. Notwithstanding the foregoing, further, in the event that nothing contained herein shall be deemed to be a waiver by the dispute arises between Purchaser or any Acquired Company, on the one hand, and a third party (other than any member of its Affiliates (includingthe Seller Group), on the other hand, after the Effective TimeClosing, any Acquired Company may assert the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted attorney-client privilege to prevent disclosure of any confidential communications by Skadden to such communications to any third party; provided, however, that such Acquired Company may not waive such privilege without the prior written consent of Seller. This Section 9.14 is for the benefit of the Seller Group and Skadden and such persons are intended third party beneficiaries of this Section 9.14.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS and Hadiputranto, Hadinoto & Partners (“HHP”) may have, prior to Closing, jointly represented the Purchaser, Merger SubMalacca, the Purchaser Malacca Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented Malacca, the Purchaser Malacca Representative, the Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, each of EGS and HHP will be permitted in the future, after Closing, to represent the SponsorMalacca Representative, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Company, Malacca or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Merger Sub and the Seller RepresentativeParent, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s or HHP’s future representation of one or more of the Sponsor, the Purchaser Malacca Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserCompany, the Company Merger Sub, Malacca and/or the Seller Representative Parent or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS or HHP of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Malacca Representative, Malacca or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Malacca Representative shall be deemed the clients client of EGS and HHP with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Malacca Representative, shall be controlled by the Sponsor and the Purchaser Malacca Representative and shall not pass to or be claimed by Purchaser the Company or the Surviving CorporationMalacca; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company, Malacca or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding Skadden has been engaged by the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, Seller to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Seller and the Seller Representative, who are or have the right to be represented by independent counsel Company in connection with the transactions contemplated by this Agreementhereby. The Purchaser (on its behalf and on behalf of its Affiliates (including, hereby agreeafter the Closing, the Company)) hereby: (a) agrees that, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest the event that may hereafter arise in connection with EGS’s future representation of one or more of a dispute arises after the Sponsor, Closing between the Purchaser Representative or and/or any of its Affiliates, on the one hand, and the Seller and/or any of their respective Affiliates Affiliates, on the other hand, Skadden may represent the Seller in which such dispute even though the interests of such Person are the Seller may be directly adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective AffiliatesAffiliates and even though Skadden (i) may have represented the Company in a matter substantially related to such dispute, including or (ii) may be handling ongoing matters for the Purchaser or the Company ((i) and (ii), collectively, “Unrelated Matters”); (b) waives any matters conflict in connection therewith; and (c) agrees that arise out each shall not assert any claim against Skadden in respect of legal services provided to the Company or its Affiliates by Skadden in connection with this Agreement or that are substantially related to the transactions contemplated hereby. The Purchaser (on its behalf and on behalf of its Affiliates) further agrees that, notwithstanding anything in this Agreement or to any prior representation by EGS of the Purchasercontrary, Merger Sub, any Sponsoras to all communications among Skadden, the Purchaser Representative or Seller, the Company and/or the Company Subsidiaries (including any of their respective Affiliates. The Parties acknowledge and agree thatdirectors, officers, managers, employees or agents) that relate in any way to this Agreement, the Ancillary Agreements, the Confidentiality Agreement or the transactions contemplated hereby or thereby or the negotiation of the same (but, for the purposes avoidance of doubt, excluding the Unrelated Matters), the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Altice International S.à x.x (“Xxxxxx International”), and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative Altice International and shall not pass to or be claimed by Purchaser or the Surviving Corporation; providedPurchaser, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its their Affiliates (including, after the Effective Time, the Surviving Corporation Closing. Purchaser (on its behalf and on behalf of its Affiliates) understands and agrees that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential and/or subject to a claim of privilege. The Purchaser (on its behalf and on behalf of its Affiliates) further understands and agrees that any disclosure of information that may be confidential and/or subject to a claim of privilege shall not prejudice or otherwise constitute a waiver of any applicable privileges claim of privilege. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Purchaser, the Company or protections that can or any of their Affiliates and a third Person other than a Party to this Agreement, the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Skadden to such communications to any third partyPerson. Skadden shall be a third-party beneficiary for the purposes of this Section 11.17.

Legal Representation. The (ai) Each of the Parties agree thatacknowledges that Xxxxxxx Coie LLP (“PC”) currently serves as counsel to the Company, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary other Transaction Documents and the transactions contemplated hereby consummation of the Transactions. There may come a time, including after consummation of Transactions, when the interests of the Equityholders and therebythe Company may no longer be aligned. The Parties understand and specifically agree that PC may, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS will be permitted in the future, after Closing, to represent the SponsorEquityholders and the Equityholder Representative, even if the Purchaser Representative interests of the Equityholders and the interests of the Company or their respective Affiliates the Surviving Company are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the Transactions, and even though PC may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters in which such Persons are adverse to for the Purchaser Company or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, and the Company hereby consent thereto and waive any Sponsorconflict of interest arising therefrom. 157437977.10 (aj) Notwithstanding anything to the contrary contained herein, the Purchaser Representative Parties intend that all communications at or prior to the Closing between the Company and the Equityholders, on the one hand, and any of their respective Affiliates. The Parties acknowledge attorneys, on the other hand, including all communications relating to the negotiation of the Transactions and agree thatany alternative transactions (collectively, for the purposes of “Protected Communications”), and all associated rights to assert, waive and otherwise administer the attorney-client privilegeprivilege and rights of confidentiality of the Company or the Equityholders (the “Associated Rights”), will, from and after the Sponsor Closing, rest exclusively with the Equityholders and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Equityholder Representative and shall will not pass be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to or be claimed by Purchaser or the Surviving Corporation; providedPurchaser, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Merger Sub or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation and its AffiliatesCompany) or any successor or assign of any applicable of the foregoing (collectively, the “Purchaser Group”). Accordingly, the Parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communications and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Equityholders, and (ii) no member of the Purchaser Group (including, after the Closing, the Surviving Company) will have any right, title, interest or benefit in or to any of the Protected Communications or any Associated Rights. Without limiting the foregoing, the Parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communications and Associated Rights from the assets, rights, privileges and benefits of the Company that might otherwise be transferred or protections assigned to any member of the Purchaser Group by operation of law or otherwise. (ak) Each of Purchaser and Merger Sub hereby agrees, on its own behalf and on behalf of the other members of the Purchaser Group (including, after the Closing, the Surviving Company), from and after the Closing, that can the Equityholders (i) will have the right to take possession and control of all Protected Communications effective as of the Closing, and (ii) if and to the extent the Equityholders fail to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of its rights under this Section 11.15), the Equityholders will have the right to access and copy, from time to time, any Personal Information in the possession or control of any member of the Purchaser Group from and after the Closing, during normal business hours and with reasonable prior written notice, as may be asserted to prevent disclosure of reasonably necessary in connection with any post-Closing matter, whether or not such communications matter is known to any third partymember of the Purchaser Group, in each, in the Equityholders sole cost and expense. If and to the extent that, at any time from and after the Closing, any member of the Purchaser Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Purchaser Group will not, and will cause the other members of the Purchaser Group not to, waive such privilege or right of confidentiality without the prior written consent of the Equityholder Representative (which consent may be withheld, conditioned or delayed in its sole discretion).

Legal Representation. The Parties agree (a) Buyer acknowledges and agrees that, notwithstanding the fact that EGS may have, prior as to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or all communications between all counsel for HD Supply or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser (including Jxxxx Day) and HD Supply or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Acquired Companies or any of their respective Affiliates, including Affiliates that relate in any matters that arise out of this Agreement or that are substantially related way to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsortransactions contemplated hereby (collectively, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that“Privileged Communications”), for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sponsor Privileged Communications belongs to HD Supply and the Purchaser Representative, shall may be controlled by the Sponsor HD Supply and the Purchaser Representative and shall will not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (including, following the Closing, the Acquired Companies) without the prior consent of HD Supply (such consent not to be unreasonably withheld, conditioned or delayed). The Privileged Communications are the property of HD Supply, and from and after the Effective TimeClosing, neither Buyer nor any of its Affiliates (including, following the Closing, the Surviving Corporation Acquired Companies) will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. Buyer, on behalf of itself and its Affiliates) , further acknowledges and agrees that no such Person may use or rely on any of the Privileged Communications in any applicable privileges Action against or protections that can involving HD Supply or any of its Affiliates after the Closing. The Privileged Communications may be asserted used by HD Supply or any of its Affiliates in connection with any dispute that relates to this Agreement or the transaction contemplated hereby. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates and a third party (other than a Party or any of such Party’s Affiliates) after the Closing, Buyer and its Affiliates may assert the attorney-client privilege to prevent disclosure of any confidential communications by counsel to such communications to any third party, provided that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of HD Supply (such consent not to be unreasonably withheld, conditioned or delayed). If Buyer or the Acquired Companies are required by Law to obtain a copy of all or a portion of the Privileged Communications following the Closing, Buyer will as soon as reasonably practicable notify HD Supply in writing (including by making specific reference to this Section 8.11) so that HD Supply can seek a protective order and Buyer agrees to use reasonable best efforts, at HD Supply’s expense, to assist therewith.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to (a) Effective upon Closing, jointly represented each of the PurchaserParties waives, Merger Subon its own behalf and on behalf of its respective Affiliates and Representatives, to the Purchaser Representative and/or fullest extent permitted under applicable Law, any and all rights, Actions and causes of action it may have against any other Party or their respective Subsidiaries and any of their respective current or former Affiliates or Representatives relating to the Sponsor in connection with operation of any Party or its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement, the Ancillary Documents and Schedules, or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of Exhibits to this Agreement, EGS whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise. Each Party acknowledges and agrees that it will not assert, institute or maintain any Action, suit, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be permitted sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters this Agreement in which such Persons are adverse to the Purchaser Company, PHP Ventures or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeParties, who are or have the right to be represented by independent counsel in connection with the transactions Transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s the future representation of one the Sponsor or more of the Sponsor, the Purchaser Representative or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserCompany, the Company Merger Sub and/or the Seller Representative PHP Ventures or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of any counsel to the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Parties or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS counsel to PHP Ventures with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser the Company or the Surviving CorporationPHP Ventures; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company, PHP Ventures or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partypart.

Legal Representation. The Parties agree that(a) Parent hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany), Merger Suband each of their respective successors and assigns (all such parties, the Purchaser Representative and/or the Sponsor in connection with this Agreement“Parent Waiving Parties”), the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to Fenwick & West LLP (or any successor) may represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more stockholders of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliatesdirectors, members, partners, officers, employees or affiliates (other than the Company) (collectively, the “Stockholder Group”), in each case, in connection with any Action or obligation arising out of or relating to this Agreement, any Transaction Document or the Transactions, notwithstanding its representation (or any continued representation) of the Company and the Company Subsidiaries or other Parent Waiving Parties, and each of Parent and the Company on behalf of itself and the Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Fenwick & West LLP provides legal services to the Company or any Company Subsidiary after the Closing Date. Each of Parent and the Company, for itself and the Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or any other member of the Stockholder Group and its counsel, including Fenwick & West LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any matters that arise dispute or Action arising out of or relating to, this Agreement Agreement, any Transaction Documents or that are substantially related to this Agreement the Transactions, or any matter relating to any prior representation by EGS of the Purchaserforegoing, Merger Subare privileged communications that do not pass to Parent notwithstanding the Merger, and instead survive, remain with and are controlled by the Stockholder Group (the “Stockholder Privileged Communications”), without any Sponsorwaiver thereof. Parent and the Company, the Purchaser Representative or together with any of their respective Affiliates. The Parties acknowledge and affiliates, subsidiaries, successors or assigns, agree that, for the purposes that no Person may use or rely on any of the attorney-client privilegeStockholder Privileged Communications, whether located in the Sponsor records or email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), in any Action against or involving any of the parties hereto after the Closing, and Parent and the Purchaser Representative shall be deemed the clients of EGS with respect Company agree not to assert that any privilege has been waived as to the negotiationStockholder Privileged Communications, execution whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and performance employees of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyCompany).

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyDocuments, and has also represented the Purchaser and/or its Purchaser, the Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of the Sponsor, the Sponsor or any subsequent Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Parties, the Sellers and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the any subsequent Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company Parties, the Sellers and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Subthe Sponsor, any Sponsor, the subsequent Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree thatSeller, notwithstanding each member of the fact that EGS may haveBuyer Group and the Company hereby agree, prior to Closingon their own behalf and on behalf of their current and future directors, jointly represented the Purchasermanagers, Merger Submembers, partners, officers, equityholders, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser Representative and/or the Sponsor “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) (or any successor thereto) may represent Seller or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof, in connection with any dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor(any such representation, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of its Affiliates, including any disputes arising out of, or related to, this Agreement. The the Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, and each member of the Buyer Group and the Company on behalf of itself and the Waiving Parties hereby agree, in advance, to waive consents thereto and irrevocably waives (and to cause their Affiliates to waivewill not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Each member of the Buyer Group and the Company each acknowledge that may hereafter arise the foregoing provision applies whether or not K&E provides legal services to the Company after the Closing Date. Each member of the Buyer Group and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company, Seller and/or any director, officer, manager, member, equityholder, employee or representative of any of the foregoing made in connection with EGS’s future representation the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of one or more relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs solely to the Sponsor Seller and the Purchaser Representative, shall may be exclusively controlled by the Sponsor and the Purchaser Representative Seller and shall not pass to or be claimed by Purchaser a member of the Buyer Group or the Surviving Corporation; providedAtlas Companies, furtherand from and after the Closing none of any member of the Buyer Group, that nothing contained herein shall be deemed any Atlas Company or any Person purporting to be a waiver by act on behalf of or through any member of the Purchaser Buyer Group, any Atlas Company or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, each member of the Surviving Corporation Buyer Group and its Affiliates) the Company, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege with respect to any communication among K&E, any Atlas Company, Seller and/or any director, officer, manager, member, equityholder, employee or representative of any applicable privileges of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between any member of the Buyer Group or protections that can or any Atlas Company, on the one hand, and a third party other than Seller, on the other hand, any member of the Buyer Group and any Atlas Company may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither any member of the Buyer Group nor any Atlas Company may waive such privilege without the prior written consent of Seller.

Legal Representation. The Parties parties hereto agree that, notwithstanding the fact that EGS Ellenoff Xxxxxxxx & Schole LLP (“EGS”) may have, prior to Closing, jointly represented the PurchaserParent, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents Additional Agreements and the transactions contemplated hereby and thereby, and has also represented the Purchaser Parent and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Parent or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are which is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeagrees, in advance, to waive (and to cause their its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, Parent and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserParent, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties parties hereto acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary DocumentsAdditional Agreements. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Parent or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to Pubco, the Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, Merger Sub and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of Pubco, Merger Sub, the Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or Pubco, the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by Pubco, the Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Subthe Sellers and the Company hereby agree, on their own behalf and on behalf of their directors, shareholders, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that (i) Goodmans LLP may represent any of the Sponsor Sellers and each of their Affiliates, other than the Company and Company’s Subsidiaries (individually and collectively, the “Seller Group”), on the one hand, and the Company and Company’s Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and the consummation of the transactions contemplated hereunder or under the other Transaction Documents (such representation, the “Current Representation”), and (ii) Goodmans LLP (or any successor) may represent the Seller Group or any member of the Seller Group or any director, shareholder, partner, officer, employee or Affiliate of the Seller Group or any member of the Seller Group, other than the Company and Company’s Subsidiaries, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary other Transaction Documents and the other documents contemplated hereunder and the consummation of the transactions contemplated hereby and therebyhereunder or under the other Transaction Documents (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of the Company or Company’s Subsidiaries, and has also represented each of the Purchaser and/or its Affiliates and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of the Purchaser and the Company acknowledge that the foregoing provision applies whether or not Goodmans LLP provides legal services to either of the Company or any of Company’s Subsidiaries after the Closing Date. Each of the Purchaser and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and their counsel, including Goodmans LLP, made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company , the other Transaction Documents and the Seller Representative, who are or have other documents contemplated hereunder and the right to be represented by independent counsel in connection with consummation of the transactions contemplated by this Agreementhereunder or under the other Transaction Documents, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, are privileged communications between the Purchaser Representative or their respective Affiliates in which the interests of Seller Group and such Person are adverse to the interests counsel and none of the Purchaser, the Company, or any Person purporting to act on behalf of or through the Purchaser or the Company and/or the Seller Representative or any of their respective Affiliatesthe Waiving Parties, including will seek to obtain the same by any matters that arise out process. From and after the Closing, each of this Agreement or that are substantially related to this Agreement or the Purchaser and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any prior representation by EGS of communication between Goodmans LLP and the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Company or any of Person in the Seller Group occurring during the Current Representation in connection with any Post-Closing Representation. Notwithstanding anything to the contrary in this Section 13.18, neither the Sellers’ Agent nor any Seller may assert (or cause to be asserted on their respective Affiliates. The Parties acknowledge and agree that, for the purposes of behalf) the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to any communication that reflects any fraud with respect to the negotiation, execution and performance of this Agreement and transactions contemplated hereunder or under the Ancillary other Transaction Documents. All such communications shall remain privileged after Further, in the Closing and event that a dispute arises between the privilege and Purchaser, the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates (including, Company’s Subsidiaries and a third party other than a party to this Agreement after the Effective TimeClosing, the Surviving Corporation Company and its Affiliates) of any applicable privileges or protections that can or Company’s Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications by Goodmans LLP (or any successors), the Sellers’ Agent or any of Sellers to such communications to any third party; provided, however, that the Company and Company’s Subsidiaries may not waive such privilege without the prior written consent of the Sellers’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Legal Representation. 140 The Parties Members agree thatthat the law firm of _________________ (“Counsel”), notwithstanding represents only the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Company in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject preparation of this Agreement, EGS will and has not offered any Member or other Person any advice regarding the advisability of entering into this Agreement. Each Person executing this Agreement further acknowledges and agrees: actual or potential conflicts of interest exist between the Company and the Members, Counsel does not represent any individual Member and neither this Agreement nor the transactions and Company operations contemplated by this Agreement are intended to of do create an attorney/client relationship between Counsel and any of the Member in connection with the preparation of this Agreement or the operations and business of the Company pursuant to this Agreement; Counsel has not been engaged to protect or represent the individual interests of the Members or any other Person who becomes a Member of the Company (who shall be permitted in deemed to be Members from the futuredate of this Operating Agreement solely for the purposes of this Section 13.18), after Closing, or to represent the Sponsorinterests of the spouses of Members, equity holders of the Purchaser Representative Members or their respective Affiliates the spouses of the equity holders of the Members, in connection with matters in which such Persons are adverse to the Purchaser or any preparation of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company , and the Seller Representative, who are or have Company has engaged no other legal counsel to act in such capacity; the right to interests of such Person (other than the Company) will not be represented by independent legal counsel in connection with the transactions contemplated by preparation of this Agreement or the business and operations of the Company unless such Person engages counsel on their own behalf, and Counsel cannot act as such counsel, and such Person has been advised to retain independent legal, tax, and accounting advice and representation of their own choosing for purposes of representing their individual interests with respect to the subject matter of this Agreement, ; such Person has been given reasonable time and opportunity to obtain such advice and representation; and such Person has obtained such independent advice and representation as they have deemed necessary and appropriate in the circumstances at his or her own expense without expecting the Company to reimburse such Person for such fees or other expenses. such Person (i) has carefully considered the foregoing and hereby agree, in advance, to waive approves Counsel’s representation of the Company and understands that Counsel does not represent such Person (and to cause their Affiliates to waiveother than the Company) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation the preparation of one or more this Agreement; (ii) acknowledges the likelihood that, under the laws and ethical rules governing the conduct of the Sponsorattorneys, the Purchaser Representative or their respective Affiliates in which the interests of Counsel would be precluded from representing such Person are adverse to in connection with any dispute involving the Company or the Members; and (iii) agrees that, in the event of a dispute between the Company and such Person, Counsel may represent the interests of the PurchaserCompany; the approvals, acknowledgments and waivers made pursuant to this Section 13.18 do not reflect or create a right under this Agreement on the part of such Person (other than the Company) to approve the selection of legal counsel to the Company, and nothing in this Section 13.18 shall preclude the Company and/or from selecting different legal counsel at any time in the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyfuture.

Legal Representation. The Parties agree Buyer further agrees that, notwithstanding as to all pre-Closing confidential and privileged communications between and among outside legal counsel for the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSellers, the Purchaser Representative and/or Company, any Subsidiary or their respective Affiliates engaged for the Sponsor in connection with this Agreement, the Ancillary Documents and purposes of the transactions contemplated hereby and thereby(including Xxxxx Day), on the one hand, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorResilience, the Purchaser Representative Sellers, the Company, the Subsidiaries or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out ofon the other hand, or related to, this Agreement. The Company and the Seller Representative, who are or have the right that relate directly to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement (collectively, hereby agreethe “Privileged Communications”), in advancethe attorney-client privilege with respect thereto and the expectation of client confidence with respect to the Privileged Communications belongs to the Sellers and may be controlled by the Sellers and will not pass to or be claimed by Buyer or any of its respective subsidiaries (including, to waive (following the Closing, the Company and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more the Subsidiaries). The Privileged Communications are the property of the SponsorSellers and, from and after the Closing, none of Buyer, its subsidiaries (including, following the Closing, the Purchaser Representative Company and the Subsidiaries) or any Person purporting to act on behalf of or through Buyer or such subsidiaries will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Buyer, and its respective subsidiaries (including, following the Closing, the Company and the Subsidiaries), together with any of their respective Affiliates, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Sellers or any of their respective Affiliates in which after the interests of such Person are adverse to Closing. Notwithstanding the interests of the Purchaserforegoing, nothing herein shall restrict Buyer, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out subsidiaries, successors or assigns from using or from the expectation of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Subattorney-client privilege with respect to, any Sponsorsuch communication in any other matter or for a matter not involving any Action between Buyer and its Affiliates, on the Purchaser Representative one hand, and Sellers and their Affiliates, on the other hand. The Privileged Communications may be used by the Sellers or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim for indemnification brought by Buyer. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its respective subsidiaries and a third party (other than a party to this Agreement or any of its Affiliates. The Parties acknowledge ) after the Closing, Buyer and agree that, for the purposes of its subsidiaries may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by counsel to such third party; provided that neither Buyer nor its subsidiaries (including, following the Closing, the Sponsor Company and the Purchaser Representative Subsidiaries) may waive such privilege without the prior written consent of the Seller Representative. Notwithstanding any of the foregoing, (i) nothing in this Section 10.10 shall be deemed the clients of EGS restrict, limit or prescribe any rights that Buyer, its Affiliates or its subsidiaries may have with respect to the negotiation, execution and performance legal production of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall witnesses or information in connection with any Action that may otherwise be controlled permitted or granted by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Law or the Surviving Corporation; providedrules of any particular Governmental Authority and (ii) Buyer, furtherneither on behalf of itself, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (includingor its subsidiaries, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections acknowledges that can or may be asserted to prevent disclosure of any such information or communications to any third partyare by their nature privileged, if such information or communication would not otherwise be recognized as privileged under applicable Law or the rules of an applicable Governmental Authority.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Pubco, Merger Sub, Sub and the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorPurchaser Representative, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Pubco or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorPurchaser Representative, the Purchaser Representative Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Pubco, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor certain Parties in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Parties or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Target Company and the Seller RepresentativeSellers’ Representatives, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Nxxxxx Xxxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates Parties in which the interests of such Person are adverse to the interests of the Purchaser, the Target Company and/or the Seller Representative Sellers’ Representatives or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, Nxxxxx Xxxxxxx any Sponsor, the Purchaser Representative or any of their respective AffiliatesParty. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Purchaser and the Purchaser Representative shall be deemed the clients a client of EGS Nxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Purchaser and the Purchaser Representative, shall be controlled by the Sponsor Purchaser and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldco; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation Holdco and 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.

Legal Representation. (a) The Parties Parties, on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) Seller and therebyany of its directors, members, partners, officers, employees or Affiliates (collectively, the “Seller Group”), on the one hand, and has also represented (y) Purchaser, the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this AgreementRepresentative, EGS will be permitted in the future, after Closing, to represent the Sponsor, the shareholders or holders of other equity interests of Purchaser, the Purchaser Representative or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Purchaser Group”), on the other hand, any legal counsel, including Carmel, Xxxxxxx & Xxxx LLP, that represented Seller prior to the Closing may represent any member of the Seller Group in such dispute even though the interests of such Persons may be directly adverse to Purchaser, and even though such counsel may have represented Seller in a matter substantially related to such dispute, or may be handling ongoing matters for Seller, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waiveor thereby) between or among Seller and/or any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more member of the SponsorSeller Group, on the one hand, and Carmel, Xxxxxxx & Xxxx LLP, on the other hand (the “Carmel Privileged Communications”), the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall survive the Transactions and belong solely to the Sponsor Seller Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by Seller prior to the Closing with Purchaser under a common interest agreement shall remain the privileged communications or information of Seller. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Carmel Privileged Communications, whether located in the records or email server of Purchaser, Seller or their respective Subsidiaries, in any Action against or involving any of the Parties after the Closing, and the Purchaser RepresentativeParties agree not to assert that any privilege has been waived as to the Carmel Privileged Communications, shall be controlled by virtue of the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyTransactions.

Legal Representation. The Parties agree thatPurchaser agrees and will cause the Company to agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmanagers, jointly represented the Purchasermembers, Merger Subpartners, officers, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) (or any successor thereto) may represent Seller or any direct or indirect director, manager, member, partner, officer, employee, equityholder, Affiliate or other Representative and/or the Sponsor of Seller, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby(any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company, and has also represented Purchaser consents thereto and will cause the Company to consent thereto on behalf of itself and the Waiving Parties, and Purchaser irrevocably waives (and will not assert) and will cause the Company to irrevocably waive (and not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges and will cause the Company to acknowledge that the foregoing provision applies whether or not K&E provides legal services to the Company after the Closing Date. Purchaser irrevocably acknowledges and agrees and will cause the Company to irrevocably acknowledge and agree, for itself and the Waiving Parties, that all communications among K&E, the Company, Seller and/or its Affiliates any director, officer, manager, member, employee or other Representative of any of the foregoing made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel any agreement entered into in connection with herewith, the transactions contemplated by this Agreement, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs to solely to the Sponsor Seller and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Seller and shall not pass to or be claimed by Purchaser or the Surviving Corporation; providedCompany and from and after the Closing none of Purchaser, furtherthe Company or any Person purporting to act on behalf of or through Purchaser, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, Purchaser, on behalf of itself and the Waiving Parties, waives and will not assert and will cause the Company to waive and not assert any attorney-client privilege with respect to any communication among K&E, the Surviving Corporation and its Affiliates) Company, Seller and/or any director, officer, manager, member, employee or other Representative of any applicable privileges of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or protections that can or the Company, on the one hand, and a third party other than Seller, on the other hand, Purchaser and the Company may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that none of Purchaser or the Company may waive such privilege without the prior written consent of Seller and none of Seller or its Affiliates may waive such privilege without the written consent of Purchaser.

Legal Representation. The Parties agree that, notwithstanding Following the fact that EGS may have, prior to Closing, jointly represented Xxxxxx & Xxxxxx Attorneys PLLC (“H&H”) may serve as counsel to the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Shareholder in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Documents Agreements or the transactions contemplated by this Agreement or the Ancillary Agreements, and each of the other Parties hereto consents thereto and waives any conflict of interest arising therefrom. As to any privileged attorney client communications between H&H and the Company, the Shareholder or any of its Affiliates prior to and through the Closing relating to the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements or the transactions contemplated by this Agreement or the Ancillary Agreements, and the consummation of the transactions contemplated hereby and therebythereby (collectively, the “Privileged Communications”), each of Xxxxxxxx and Buyer, on its behalf and on behalf of all of its Affiliates and Related Parties, agrees that in the event that a dispute arises by or among Xxxxxxxx, Buyer, the Company, or their Affiliates or Related Parties, on the one hand, and has also represented the Purchaser and/or Shareholder and its Affiliates in connection or Related Parties on the other hand, (a) the right to control such Privileged Communication will be retained by the Shareholder and (b) they shall not assert attorney-client privilege with matters respect to such Privileged Communications. The foregoing waiver and agreement does not apply to communications with any Person other than the transaction Shareholder, its Affiliates or Related Parties and its advisors. In the event that Buyer or Xxxxxxxx is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the subject of this AgreementPrivileged Communications, EGS will be permitted in the future, after ClosingBuyer or Xxxxxxxx shall, to represent the Sponsorextent legally permissible, promptly (and, in any event, within two (2) Business Days) notify the Purchaser Representative or their respective Affiliates Shareholder in connection writing so that the Shareholder can seek a protective order and shall cooperate with matters the Shareholder in which such Persons are adverse its efforts to obtain a protective order. Each of Xxxxxxxx and Xxxxx agrees that it will not, and that it will cause the Purchaser or any of its Affiliates, including any disputes arising out of, or related Company not to, this Agreement. The (i) assert that Xxxxxxxx, Buyer or the Company and the Seller Representative, who are or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS or other privilege with respect to the negotiation, execution and performance of this Agreement and Privileged Communications or (ii) seek to obtain the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.Privileged Communications from H&H.

Legal Representation. (a) The Parties Parties, on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) Seller and therebyany of its directors, members, partners, officers, employees or Affiliates (collectively, the “Seller Group”), on the one hand, and has also represented (y) Purchaser, the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this AgreementRepresentative, EGS will be permitted in the future, after Closing, to represent the Sponsor, the shareholders or holders of other equity interests of Purchaser, the Purchaser Representative or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Purchaser Group”), on the other hand, any legal counsel, including Carmel, Mxxxxxx & Fxxx LLP, that represented Seller prior to the Closing may represent any member of the Seller Group in such dispute even though the interests of such Persons may be directly adverse to Purchaser, and even though such counsel may have represented Seller in a matter substantially related to such dispute, or may be handling ongoing matters for Seller, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waiveor thereby) between or among Seller and/or any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more member of the SponsorSeller Group, on the one hand, and Carmel, Mxxxxxx & Fxxx LLP, on the other hand (the “Carmel Privileged Communications”), the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall survive the Transactions and belong solely to the Sponsor Seller Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by Seller prior to the Closing with Purchaser under a common interest agreement shall remain the privileged communications or information of Seller. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Carmel Privileged Communications, whether located in the records or email server of Purchaser, Seller or their respective Subsidiaries, in any Action against or involving any of the Parties after the Closing, and the Purchaser RepresentativeParties agree not to assert that any privilege has been waived as to the Carmel Privileged Communications, shall be controlled by virtue of the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyTransactions.

Legal Representation. The Parties agree thatEarthstone (on its behalf and, notwithstanding from and after the fact that EGS may have, prior to Closing, jointly represented on behalf of the PurchaserIndependence Subsidiaries) hereby waives, Merger Suband agrees to cause its Affiliates to waive, the Purchaser Representative and/or the Sponsor any conflicts that may arise in connection with this AgreementXxxxxx & Xxxxxxx LLP (“LW”) representing Independence, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliatesor their respective Representatives after Closing as such representation may relate to Earthstone, including any disputes arising out of, the Independence Subsidiaries or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement. Earthstone (on its behalf and, from and after the Closing, on behalf of the Independence Subsidiaries) hereby agreeagrees that, in advancethe event that a dispute arises after the Closing between Earthstone or any Independence Subsidiary, on the one hand, and Independence, any of its Affiliates or any of its or their respective Representatives, on the other hand, LW may represent any or all of Independence, its Affiliates or any of its or their respective Representatives in such dispute even though the interests of Independence, its Affiliates or any of its or their respective Representatives may be directly adverse to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorEarthstone, the Purchaser Representative Independence Subsidiaries or any of its or their respective Affiliates or Representatives, and even though LW formerly may have represented any Independence Subsidiary in which a matter substantially related to such dispute. In addition, all communications involving attorney-client confidences by Independence, its Affiliates or any of its or their respective Representatives in the interests of such Person are adverse to the interests course of the Purchasernegotiation, documentation and consummation of the Company and/or the Seller Representative transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Independence, its Affiliates or any of its or their respective Representatives (and not Earthstone or any Independence Subsidiary or any of their respective AffiliatesRepresentatives). Accordingly, including Earthstone and the Independence Subsidiaries shall not have access to any matters that arise out of this Agreement or that are substantially related to this Agreement such communications, or to any prior representation by EGS the files of LW relating to the engagement described in this Section 5.17, whether or not the Closing shall have occurred. Without limiting the generality of the Purchaserforegoing, Merger Subfrom and after the Closing, any Sponsor(a) Independence, the Purchaser Representative its Affiliates or any of its or their respective Affiliates. The Parties acknowledge Representatives (and agree thatnot Earthstone, for the purposes Independence Subsidiaries or their respective Affiliates or Representatives) shall be the sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiationsuch engagement, execution and performance none of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeEarthstone, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser its Affiliates or any of its or their respective Representatives shall be a holder thereof, (b) to the extent that the files of LW in respect of such engagement constitute property of the client, only Independence, its Affiliates or any of its or their respective Representatives (including, after the Effective Timeand not Earthstone, the Surviving Corporation Independence Subsidiaries or their respective Affiliates or Representatives) shall hold such property rights and its Affiliates(c) LW shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Earthstone, the Independence Subsidiaries or their respective Affiliates or Representatives by reason of any applicable privileges attorney-client relationship between LW and any of Independence, the Independence Subsidiaries or protections that can their respective Affiliates or may be asserted to prevent disclosure of any such communications to any third partyRepresentatives or otherwise.

Legal Representation. (a) The Parties Parties, on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Agreements or the Transactions arises after the Closing between or among (x) DV Entities and any of their respective shareholders or holders of other equity interests of DV Entities, directors, members, partners, officers, employees or Affiliates (collectively, the transactions contemplated hereby and thereby“DV Group”), on the one hand, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement(y) Goal, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative shareholders or holders of other equity interests of Goal or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Goal Group”), on the other hand, any legal counsel, including Pxxxxxx Xxxxxxx Marpeau & Associés and Winston & Sxxxxx LLP, that represented DV and certain members of the DV Group prior to the Closing may represent any member of the DV Group in such dispute even though the interests of such Persons may be directly adverse to Goal, and even though such counsel may have represented DV in a matter substantially related to such dispute, or may be handling ongoing matters for DV, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and , any Ancillary Agreements or the Seller Representative, who are Transactions) between or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) among DV and/or any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more member of the SponsorDV Group, on the one hand, and Pxxxxxx Xxxxxxx Marpeau & Associés and Winston & Sxxxxx LLP, on the other hand (the “Pxxxxxx & Wxxxxxx Privileged Communications”), the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall survive the Transactions and belong solely to the Sponsor DV Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by DV prior to the Closing with Goal under a common interest agreement shall remain the privileged communications or information of DV. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Pxxxxxx & Wxxxxxx Privileged Communications, whether located in the records or email server of Goal, DV or their respective Subsidiaries, in any Action against or involving any of the Parties after the Closing, and the Purchaser RepresentativeParties agree not to assert that any privilege has been waived as to the Pxxxxxx & Wxxxxxx Privileged Communications, shall be controlled by virtue of the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyTransactions.

Legal Representation. The Parties agree that, notwithstanding the fact Recognizing that EGS may havehas acted as legal counsel to Sellers, their Affiliates, Pubco, Merger Sub and the Target Companies prior to the Closing, jointly represented and that EGS intends to act as legal counsel to Sellers and their Affiliates after the PurchaserClosing, Merger SubDMAC, Pubco and the Purchaser Representative and/or the Sponsor Company (on its own behalf and on behalf of each Target Company) hereby waives, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with this AgreementEGS representing Sellers and/or their Affiliates after the Closing as such representation may relate to DMAC, any Target Company or any of the Transactions or any of the Ancillary Documents Documents. All communications involving attorney-client confidences between any Seller, any of its Affiliates or any Target Company and EGS in the course of the preparations, planning, negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Sellers. Accordingly, the Target Companies shall not have access to any such communications, or to the files of EGS relating to engagement, if the Closing shall have occurred. Without limiting the generality of the foregoing, upon and therebyafter the Closing, (i) Sellers shall be the sole holders of the attorney-client privilege with respect to such engagement, and has also represented none of the Purchaser and/or its Target Companies shall be a holder thereof, (ii) to the extent that files of EGS in respect of such engagement constitute property of the client, only Sellers (and not the Target Companies) shall hold such property rights and (iii) EGS shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Target Companies by reason of any attorney-client relationship between EGS and any of the Target Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between DMAC, the Target Companies or any of their Affiliates in connection with matters and a third party (other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser a Party or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and ) after the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorClosing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of Target Companies may assert the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any confidential attorney-client communications by EGS to such communications to any third party.

Legal Representation. The Parties agree thatEach of Parent and Merger Sub hereby agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their respective directors, prior to Closingmembers, jointly represented the Purchaserpartners, Merger Subofficers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Gxxxxxx Procter LLP may represent any or all of the Sponsor Company Holders in the event any such Person so requests, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Section 1.18 (any such representation, the Ancillary Documents “Post-Closing Representation”), and each of Parent and Merger Sub on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Parent, Merger Sub and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company, the Company Holders and any of their respective Affiliates (the “Seller Group”) and their counsel, including Gxxxxxx Procter LLP, made in connection with the negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (including, without limitation, the Merger), or any matter relating to any of the foregoing, are privileged communications between the Seller Group and therebysuch counsel. From and after the Closing, each of Parent, Merger Sub and has also represented the Purchaser and/or its Affiliates in connection Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with matters other than respect to any communication between Gxxxxxx Procter LLP and the transaction that is the subject of this Agreement, EGS will be permitted Company or any Person in the future, after Closing, to represent Seller Group occurring during the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel representation in connection with the transactions contemplated by this Agreementnegotiation, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiationpreparation, execution and performance delivery of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing other agreements contemplated hereby and the privilege and consummation of the expectation of client confidence relating thereto shall belong solely to Merger in connection with any Post-Closing Representation; provided that the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and foregoing waiver shall not pass extend to any communication not involving this Agreement or be claimed by Purchaser any agreement contemplated hereby or the Surviving Corporationconsummation of the Merger, or to communications with any Person other than the Seller Group; provided, further, that nothing contained herein the foregoing waiver shall be deemed not apply to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to disputes with any third party.

Legal Representation. The Parties agree that(a) Each of SPAC and the Company hereby agrees on its own behalf and on behalf of its directors, notwithstanding members, managers, partners, officers, employees, stockholders and Affiliates and each of their respective successors and assigns (including after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSurviving Company) (all such parties, the Purchaser Representative and/or “W&C Waiving Parties”), that White & Case LLP (“W&C”) may represent the shareholders or holders of other equity interests of the Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “W&C WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, the any Ancillary Documents and Agreement or the transactions contemplated hereby and or thereby, notwithstanding its prior representation of the Sponsor, SPAC and has also represented its Subsidiaries, or other W&C Waiving Parties. Each of SPAC and the Purchaser and/or Company, on behalf of itself and the W&C 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 W&C’s prior representation of the Sponsor, SPAC and its Affiliates Subsidiaries, or other W&C Waiving Parties. Each of SPAC and the Company, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, SPAC, or its Subsidiaries, or any other member of the W&C WP Group, on the one hand, and W&C (in its role as counsel to SPAC), on the other hand, made prior to the Closing, in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementhereby or thereby, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse privileged communications that do not pass to the interests of Surviving Company notwithstanding the PurchaserMerger, and instead survive, remain with and are controlled by the Company and/or W&C WP Group (the Seller Representative or “W&C Privileged Communications”), without any waiver thereof. SPAC and the Company, together with any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserW&C Privileged Communications, Merger Subwhether located in the records or email server of the Surviving Company and its Subsidiaries, in any Sponsor, the Purchaser Representative Action against or involving any of their respective Affiliates. The Parties acknowledge the parties after the Closing, and SPAC and the Company agree thatnot to assert that any privilege has been waived as to the W&C Privileged Communications, for the purposes by virtue of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyMerger.

Legal Representation. The Parties agree thatEach of the parties to this Agreement acknowledges that Xxxxxxxx and Xxxx LLP (“R&C”) currently serves as counsel to both (a) the Company and (b) Sellers, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, by this Agreement. The Company and the Seller RepresentativeThere may come a time, who are or have the right to be represented by independent counsel in connection with including after consummation of the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which when the interests of such Person are adverse Sellers and the Company may no longer be aligned or when, for any reason, Sellers or the Company believes that R&C cannot or should no longer represent both Sellers and the Company. The parties understand and specifically agree that after the consummation of the transactions contemplated hereby, R&C may continue to represent the Sellers even if the interests of Sellers, and the interests of the Purchaser, the Company and/or the Seller Representative are or any of their respective Affiliatesmay be adverse, including in connection with any matters that arise dispute arising out of this Agreement or that are substantially related relating to this Agreement or the transactions contemplated by this Agreement, and even though R&C may have represented the Company in a matter substantially related to such dispute, and the Purchaser and the Company consent thereto and waive any prior representation conflict of interest arising therefrom. In addition, the Company shall not have any right of access to or control over any of R&C’s records related to the transactions contemplated by EGS this Agreement, which shall become the property of (and controlled by) the Sellers. Each of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree parties further agrees that, for as to all communications between R&C and the purposes of Company with respect to the transactions contemplated by this Agreement, the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong and all other rights to any similar evidentiary privilege, in each case solely to the Sponsor and extent thereof, belong to the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates (includingtheir respective Affiliates. Furthermore, after in the Effective Timeevent of a dispute between the Sellers, on the one hand, and the Company, on the other hand, arising out of or relating to any matter in which R&C acted for them both, none of the attorney-client privilege, the Surviving Corporation and its Affiliates) expectation of client confidence or any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications other rights to any third partyevidentiary privilege will protect from disclosure to the Sellers any information or **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. documents developed or shared during the course of R&C’s joint representation of the Sellers and the Company.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction such proceeding (a) that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, neither the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse nor counsel therefor shall move to seek disqualification of the Seller Counsel and (b) to consent to the Purchaser representation of the Sellers and their Affiliates by the Seller Counsel, notwithstanding that the Seller Counsel has or may have represented the Sellers or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent their Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, proceeding or action, prior to the Closing. This consent extends to the Seller Counsel representing the Sellers against the Purchaser or its Affiliates in advancelitigation, to waive (and to cause their Affiliates to waive) any actual arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of one this Agreement or more the transactions contemplated by this Agreement. In addition, all communications solely between any of the SponsorSellers or their respective Affiliates, on the one hand, and the Seller Counsel, on the other hand, to the extent related to this or any other proposed sale of the Business or any of the Purchased Assets, this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Sellers and their Affiliates (the “Seller Pre-Closing Communications”). Accordingly, such Seller Pre-Closing Communications shall be excluded from the transfer contemplated by this Agreement and, to the extent contained in the Books and Records that are Purchased Assets, shall not be delivered to the Purchaser. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers and their Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof and (ii) to the extent that files of the Seller Counsel in respect of such engagement and with respect to the Seller Pre-Closing Communications constitute property of the client, only the Sellers and their Affiliates shall hold such property rights. As to the Seller Pre-Closing Communications, the Purchaser Representative or their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserSellers, the Company and/or the Seller Representative or together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement or that are substantially related Section 11.15, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. The covenants and obligations set forth in this Agreement or to any prior representation by EGS of Section 11.15 shall survive for five (5) years following the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective AffiliatesClosing Date. The Parties acknowledge and agree that, for that the purposes of the attorneySeller Counsel is an intended third-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance party beneficiary of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySection 11.15.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Sxxxxxxxx Xxxx Xxxxxxx LLP may have, prior to Closing, jointly represented the Purchaser, Parsec and/or Merger Sub, the Purchaser Representative and/or the Sponsor Sub in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser Parsec and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Sxxxxxxxx Xxxx Xxxxxxx LLP will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Parsec or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSSxxxxxxxx Xxxx Xxxxxxx LLP’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserParsec, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Sxxxxxxxx Xxxx Xxxxxxx LLP of the PurchaserParsec, Merger Mxxxxx Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Parsec shall be deemed the clients of EGS Sxxxxxxxx Xxxx Xxxxxxx LLP with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeParsec, shall be controlled by the Sponsor and the Purchaser Representative Parsec and shall not pass to or be claimed by Purchaser or the Surviving CorporationParsec post-Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Parsec or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree thatPurchaser and the Company hereby agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmembers, jointly represented the Purchaserpartners, Merger Subofficers, employees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (or any successor) may represent (a) any or all of the Sponsor Securityholders (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller Group, or (b) the Representative, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and including under Article 7, any agreements contemplated by this Agreement or the transactions contemplated hereby and therebyor thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company and/or any of its Subsidiaries, and has also represented each of Purchaser and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser and/or its Affiliates in connection with matters other than and the transaction Company acknowledge that is the subject of this Agreementforegoing provision applies whether or not Weil, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse Gotshal & Xxxxxx LLP provides legal services to the Purchaser Company or any of its AffiliatesSubsidiaries after the Closing Date. Each of Purchaser and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and their counsel prior to the Closing, including any disputes arising out ofWeil, or related toGotshal & Xxxxxx LLP, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel made in connection with the transactions negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this AgreementAgreement or the transactions contemplated hereby or thereby, hereby agreeor any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel and from and after the Closing, neither Purchaser, the Company, nor any Person purporting to act on behalf of or through Purchaser or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Purchaser and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company, its Subsidiaries or any Person in advance, the Seller Group occurring prior to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise the Closing in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP may have, prior to Closing, jointly represented the PurchaserKernel, ParentCo, Kernel Merger Sub, the Purchaser AIRO Merger Sub, ParentCo Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser Kernel and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser ParentCo Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser ParentCo or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSNxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP’s future representation of one or more of the Sponsor, the Purchaser ParentCo Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserParentCo, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP of the PurchaserKernel, ParentCo, Kernel Merger Sub, AIRO Merger Sub, any Sponsor, the Purchaser ParentCo Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser ParentCo Representative shall be deemed the clients of EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser ParentCo Representative, shall be controlled by the Sponsor and the Purchaser ParentCo Representative and shall not pass to or be claimed by Purchaser ParentCo or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser ParentCo or any of its Affiliates (including, as applicable, after the First Effective Time or the Second Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree thatParent and the Company (and the Surviving Corporation after the Effective Time) hereby agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmembers, jointly represented the Purchaserofficers, Merger Subemployees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) may represent (a) any or all of the Sponsor Stockholders or any director, member, partner, officer, employee or Affiliate of the Stockholders, or (b) the Seller Representative, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Related Documents and or the transactions contemplated hereby and thereby, and has also represented Transactions notwithstanding its prior representation of the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Company or any of its Affiliatesthe Company Subsidiaries with respect to the Agreement, including any disputes arising out ofthe Related Documents or the Transactions, or related to, this Agreement. The Company and each of Parent and the Seller Representative, who are or have Company on behalf of itself and the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Waiving Parties hereby agree, in advance, to waive consents thereto and irrevocably waives (and to cause their Affiliates to waivewill not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Each of Parent and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, all communications between the Company and/or and Stockholders or the Seller Representative and their counsel, including K&E, made prior to the Effective Time to the extent related to the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any Related Documents or the consummation of the Transactions, or any matter relating to any of the foregoing, in each case for the purpose of providing or receiving legal advice, are attorney-client privileged communications, and that any attorney-client privilege application to such communications will not pass to the Surviving Corporation notwithstanding the Transactions, and instead any such attorney-client privilege will remain with and be controlled by the Seller Representative (the “Privileged Communications”).The Parent and the Surviving Corporation, together with any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserPrivileged Communications, Merger Subwhether located in the records or email server of the Company or the Surviving Corporation, or otherwise, in any Sponsor, the Purchaser Representative action against or involving any of their respective Affiliates. The Parties acknowledge the parties after the Closing; and the Parent and Surviving Corporation agree that, for the purposes of not to assert that the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect privilege has been waived as to the negotiation, execution and performance Privileged Communication that may be located in the records or email server of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Company or the Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or a Company Subsidiary, on the one hand, and a third party other than the Stockholders, the Seller Representative or any Seller Related Party, on the other hand, Parent, the Company or the Company Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications to such third party; provided, furtherhowever, that nothing contained herein shall be deemed none of Parent, the Company or the Company Subsidiaries may waive such privilege without the prior written consent of the Seller Representative, such consent not to be a waiver by the Purchaser unreasonably withheld, conditioned, or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partydelayed.

Legal Representation. The Parties agree thatEach of the parties to this Agreement acknowledges that Xxxxxxx Coie LLP (“PC”) currently serves as counsel to Purchased Companies, notwithstanding the fact that EGS may haveSellers and Seller Representative, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, by this Agreement. The Company and the Seller RepresentativeThere may come a time, who are or have the right to be represented by independent counsel in connection with including after consummation of the transactions contemplated by this Agreement, hereby agreewhen the interests of Purchased Companies, in advanceSellers or Seller Representative may no longer be aligned or when, for any reason, any Purchased Company or Seller, Seller Representative or PC believes that PC can or should no longer represent Purchased Companies, Sellers and Seller Representative. The parties understand and specifically agree that PC may withdraw from representing Purchased Companies or Sellers and continue to waive represent Seller Representative (or any other Seller), even if the interests of Seller Representative (or such other Seller), and to cause their Affiliates to waive) any actual the interests of Purchased Companies or potential conflict of interest that Sellers are or may hereafter arise be adverse, including in connection with EGS’s future representation any dispute arising out of one or more of relating to this Agreement or the Sponsortransactions contemplated by this Agreement, the Purchaser Representative and even though PC may have represented Purchased Companies or their respective Affiliates Sellers in which the interests of a matter substantially related to such Person are adverse to the interests of the Purchaserdispute or may be handling ongoing matters for Purchased Companies, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including and each party hereby consents thereto and waives any matters that arise out conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications among PC, any Purchased Company or Seller and Seller Representative (or any other Seller regarding the transactions contemplated by this Agreement or that are substantially related to this Agreement or Agreement), the attorney-client privilege, the expectation of client confidence and all other rights to any prior representation evidentiary privilege belong to Seller Representative and will not pass to or be claimed by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative either Purchased Company or any of their respective Affiliates. The Parties acknowledge In addition, if the transactions contemplated by this Agreement are consummated, then Purchased Companies will have no right of access to or control over any of PC’s records related to the transactions contemplated by this Agreement, which will become the property of (and agree thatbe controlled by) Seller Representative. Furthermore, in the event of a dispute between Seller Representative and either Purchased Company arising out of or relating to any matter in which PC acted for the purposes them both, none of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely or any other rights to any evidentiary privilege will protect from disclosure to Seller Representative any information or documents developed or shared during the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser course of PC’s joint representation of Seller Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any Purchased Companies. [The remainder of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis page is intentionally left blank.] SIGNATURE PAGES TO ASSET AND EQUITY PURCHASE AGREEMENT

Legal Representation. The Parties Purchasers agree thatand will cause each Acquired Company to agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmanagers, jointly represented the Purchasermembers, Merger Subpartners, officers, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) (or any successor thereto) may represent Sellers or any direct or indirect director, manager, member, partner, officer, employee, equityholder, Affiliate or other Representative and/or the Sponsor of Sellers, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby(any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of any Acquired Company, and has also represented Purchasers consent thereto and will cause each Acquired Company to consent thereto on behalf of itself and the Purchaser Waiving Parties, and Purchasers irrevocably waive (and will not assert) and will cause each Acquired Company to irrevocably waive (and not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchasers acknowledge and will cause each Acquired Company to acknowledge that the foregoing provision applies whether or not K&E provides legal services to any Acquired Company after the Closing Date. Purchasers irrevocably acknowledge and agree and will cause each Acquired Company to irrevocably acknowledge and agree, for itself and the Waiving Parties, that all communications among K&E, any Acquired Company, Sellers and/or its Affiliates any director, officer, manager, member, employee or other Representative of any of the foregoing and Sellers made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel any agreement entered into in connection with herewith, the transactions contemplated by this Agreement, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor101 foregoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs to solely to the Sponsor Sellers and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by Purchaser Purchasers or any Acquired Company and from and after the Surviving Corporation; providedClosing none of Purchasers, furtherany Acquired Company or any Person purporting to act on behalf of or through Purchasers, that nothing contained herein shall be deemed to be a waiver by the Purchaser any Acquired Company or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, Purchasers, on behalf of itself and the Surviving Corporation Waiving Parties, waives and its Affiliates) will not assert and will cause each Acquired Company to waive and not assert any attorney-client privilege with respect to any communication among K&E, any Acquired Company, Sellers and/or any director, officer, manager, member, employee, or other Representative of any applicable privileges of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Purchasers or protections that can or any Acquired Company, on the one hand, and a third party other than Sellers, on the other hand, Purchasers and any Acquired Company may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Purchaser nor any Acquired Company may waive such privilege without the prior written consent of Sellers.

Legal Representation. The Parties agree that, notwithstanding the fact that Eversheds Sutherland and EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Eversheds Xxxxxxxxxx and EGS will be permitted in the future, after Closing, to represent the SponsorPurchaser Representative, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters related to this Agreement and the transaction contemplated hereby (the “Covered Matters”), including matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are which is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with Eversheds Xxxxxxxxxx’x and EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in any Covered Matter in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Purchaser Representative and the Purchaser Representative Sponsor shall be deemed the clients client of Eversheds Xxxxxxxxxx and EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Purchaser Representative and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative or Sponsor, as applicable, and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyparty (the “Privileged Communications”). Notwithstanding the foregoing, in the event that a dispute or regulatory investigation arises between or involving the Purchaser or the Surviving Corporation, on the one hand, and a Governmental Authority or third party other than the Purchaser Representative, the Sponsor or any of their respective Affiliates, on the other hand, the Purchaser or the Surviving Corporation may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications to such Governmental Authority or third party or waive such privilege. In the event that the Purchaser or the Surviving Corporation is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Privileged Communications, the Purchaser or the Surviving Corporation may disclose such Privileged Communications as required by such Order, provided that, to the extent legally permitted and reasonably practicable, the Purchaser shall promptly notify the Purchaser Representative and Sponsor of such order so that the Purchaser Representative and/or the Sponsor can seek, at the Purchaser Representative or Sponsor’s, as applicable, expense, a protective order in respect of such disclosure and the Purchaser agrees to use its reasonable best efforts to cooperate therewith, all at the sole expense of the Purchaser Representative and/or the Sponsor, as applicable.

Legal Representation. The Parties Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, partners, officers, employees and Affiliates, that Wachtell, Lipton, Rxxxx & Kxxx may serve as counsel to each and any Member and its Affiliates (individually and collectively, the “Member Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the Merger and the other transactions contemplated hereby, Wachtell, Lipton, Rxxxx & Kxxx (or any successor) may serve as counsel to each and any member of the Member Group or any director, partner, officer, employee or Affiliate of any member of the Member Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto (including, but not limited to, the Surviving Company) hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Parent and Merger Sub agree that, notwithstanding the fact that EGS may have, as to all communications prior to ClosingClosing among Wachtell, jointly represented the PurchaserLipton, Merger SubRxxxx & Kxxx, the Purchaser Representative and/or the Sponsor in connection with this AgreementCompany and its Subsidiaries, the Ancillary Documents Members and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates that relate in connection with matters in which such Persons are adverse any way to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Members and the Purchaser Representativetheir respective Affiliates, shall as applicable, and may be controlled by the Sponsor Members and the Purchaser Representative their respective Affiliates and shall not pass to or be claimed by Purchaser Parent, Merger Sub or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates (includingSubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub or the Surviving Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Effective TimeClosing, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Wachtell, Lipton, Rxxxx & Kxxx to such communications to any third party; provided, however, that the Surviving Company may not have access to such confidential communications or waive such privilege without the prior written consent of the Member Representative (such consent not to be unreasonably conditioned, delayed or withheld). This Section 9.13 is for the benefit of the Member Group and such Persons are intended third-party beneficiaries of this Section 9.13.

Legal Representation. The Parties agree thatCompany hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSurviving Company) (all such parties, the Purchaser Representative and/or “SPAC Counsel Waiving Parties”), that each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxx Fox & Xxxxxx (collectively, “SPAC Counsel”) may represent the stockholders or holders of other equity interests of the SPAC Sponsor or any of its directors, members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “SPAC Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Ancillary Documents Transactions, notwithstanding its prior representation of the SPAC Sponsor, SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. The Company, on behalf of itself and the transactions contemplated SPAC Counsel Waiving Parties, hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to SPAC Counsel’s prior representation of the SPAC Sponsor, SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. The Company, for itself and the SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the SPAC Sponsor, SPAC, or its Subsidiaries, or any other member of the SPAC Counsel WP Group, on the one hand, and has also represented SPAC Counsel, on the Purchaser and/or its Affiliates other hand, made prior to the Closing, in connection with matters other than the transaction that is the subject negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, EGS will be permitted in any Transaction Agreements or the futureTransactions, after Closingor any matter relating to any of the foregoing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse privileged communications that do not pass to the Purchaser or Surviving Company notwithstanding the Merger, and instead survive, remain with and are controlled by the SPAC Counsel WP Group (the “SPAC Counsel Privileged Communications”), without any waiver thereof. The Company, together with any of its Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any disputes arising out ofof the SPAC Counsel Privileged Communications, whether located in the records or related to, this Agreement. The email server of the Surviving Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeits Subsidiaries, in advance, to waive (and to cause their Affiliates to waive) any actual Action against or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more involving any of the SponsorParties after the Closing, and the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse Company agrees not to assert that any privilege has been waived as to the interests SPAC Counsel Privileged Communications, by virtue of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyMerger.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser SPAC, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s ’ future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserMerger Sub, SPAC and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationSPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Rxxxx, P.C. (“Rimon”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS Rimon will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Purchaser, Sponsor or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Parent, the Company, Pubco and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSRxxxx’s future representation of one or more of the SponsorPurchaser, the Purchaser Representative Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserParent, the Company and/or the Seller Representative Company, Pubco or Merger Sub or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Rimon of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Rimon with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Parent, the Company, Pubco or the Surviving CorporationMerger Sub; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative Sub and/or the Sponsor Sponsors in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of the Sponsor, the Purchaser Representative Sponsors or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are or have the right to be is represented by independent counsel in connection with the transactions contemplated by this Agreement, and the Purchaser hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsors or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, Purchaser and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Sponsors shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsors, shall be controlled by the Sponsor and the Purchaser Representative Sponsors and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSPAC, the Purchaser SPAC Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented SPAC, the Purchaser SPAC Representative, the Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS will be permitted in the future, after the Closing, to represent the SponsorSPAC Representative, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Pubco, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, the Merger Subs and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation after the Closing of one or more of the SponsorSPAC Representative, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserPubco, the Company Surviving Subsidiaries and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any SponsorSPAC, the Purchaser Representative SPAC Representative, the Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser SPAC Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor to, and the Purchaser Representative, shall be controlled by by, the SPAC Representative and the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationSubsidiaries or their respective Affiliates; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Corporation Subsidiaries and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree that, notwithstanding Following consummation of the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Subtransactions contemplated hereby, the Purchaser Representative and/or Company's and its Subsidiaries' current and former legal counsel (including K&E LLP and Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx LLP) (each, "Company Counsel") may serve as counsel to each and any of the Sponsor Representative, the Sellers and their respective Non-Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Documents and Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Representative and therebyits Affiliates), and has also represented each of the Purchaser and/or parties hereto (on behalf of itself and each of its Affiliates in connection with matters other than the transaction that is the subject Non-Recourse Parties) consents thereto and waives any conflict of this Agreement, EGS will be permitted in the future, after Closing, interest arising therefrom. The decision to represent any of the SponsorRepresentative, the Purchaser Representative or Sellers and their respective Affiliates in connection with matters in which Non-Recourse Parties shall be solely that of any such Persons are adverse to Company Counsel. Any attorney-client privilege, work product protection or expectation of confidentiality arising out of or as a result of any Company Counsel's representing of the Purchaser Company or any of its Affiliates, including Subsidiaries in any disputes arising out of, matter relating in any way to the Representative and its Affiliates or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement (collectively, hereby agreethe "Privileges") shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in advanceany format and by whomever possessed, covered by or subject to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorPrivileges (collectively, "Privileged Materials") shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Representative. For the avoidance of doubt, as to any Privileged Materials, the Purchaser Representative or their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserCompany, the Company and/or the Seller Representative or together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, Privileged Materials in any Sponsor, action or claim against or involving any of the Purchaser Representative parties hereto or any of their respective AffiliatesNon-Recourse Parties after the Closing, and the Representative and its Affiliates shall have the right to assert any of the Privileges against the Company and its Subsidiaries. The Parties acknowledge and agree Purchaser further agrees that, for on its own behalf and on behalf of its Subsidiaries (including, following the purposes of the attorney-client privilegeClosing, the Sponsor and Company), any Company Counsel's retention by the Purchaser Representative Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the clients Closing. The Company shall cause each of EGS its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 13.15 and take any and all other steps necessary to effect the agreements in this Section 13.15. Notwithstanding the foregoing or anything else to the contrary set forth herein, in the event that a dispute (including with respect to the negotiation, execution and performance of this Agreement and or any of the 67 Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by ) arises between the Purchaser or any of its Affiliates Subsidiaries (including the Company and its Subsidiaries), on the one hand, and a third party (including, after for the Effective Timeavoidance of doubt, a Governmental Body) other than a Seller or their respective Non-Recourse Parties, on the other hand, the Surviving Corporation Purchaser or any of its Subsidiaries (including the Company and its Affiliates) of any applicable privileges or protections that can or Subsidiaries), as applicable, may be asserted assert the attorney-client privilege with respect to Privileged Materials to prevent disclosure of any such confidential communications to such third party and such Privileged Materials shall be deemed to belong, and be controlled by, the Purchaser or any third partyof its Subsidiaries (including the Company and its Subsidiaries) for such limited purpose.

Legal Representation. The Parties agree thatAll communications involving attorney-client confidences among the Company Group, notwithstanding the fact that EGS may haveXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents LLP (“Xxxxxxxxx”) and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted Xxxxx Lovells in the futurecourse of the negotiation, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any documentation and consummation of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, Agreement will be deemed to waive be attorney-client confidences that belong solely to the Stockholders (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more neither of the Sponsor, the Purchaser Representative Surviving Companies or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Subsidiaries or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation Parent) and may be controlled by EGS the Stockholder Representative. Without limiting the generality of the Purchaserforegoing, Merger Subupon and after the Closing, any Sponsor, (a) the Purchaser Representative Stockholders and their Affiliates (and neither of the Surviving Companies or any of their respective Subsidiaries or Affiliates. The Parties acknowledge and agree that, for including Parent) will be the purposes sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiation, execution documentation and performance consummation of the transactions contemplated by this Agreement (collectively, the “Pre-Merger Communications”), and neither of the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely Surviving Companies or their respective Subsidiaries or Affiliates (including Parent) will be a holder thereof, (b) to the Sponsor extent that files of Xxxxxxxxx or Xxxxx Lovells with respect to the negotiation, documentation and consummation of the Purchaser Representativetransactions contemplated by this Agreement constitute property of the client, shall be controlled by only the Sponsor Stockholders and their Affiliates will hold such property rights and (c) neither Xxxxxxxxx nor Xxxxx Lovells will have any duty whatsoever to reveal or disclose the Purchaser Representative and shall not pass Pre-Merger Communications or files pertaining to or be claimed by Purchaser or the Pre-Merger Communications to the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Companies or any of its their respective Subsidiaries or Affiliates (includingincluding Parent) by reason of any attorney-client relationship between any of Xxxxxxxxx or Xxxxx Lovells and the Company or otherwise. Notwithstanding the foregoing, after in the Effective Time, event that a dispute arises between either of the Surviving Corporation Companies or their respective Subsidiaries or Affiliates, including Parent, on the one hand, and its a third party other than the Stockholders, on the other hand, Parent may assert the attorney-client privilege to prevent the disclosure of the Pre-Merger Communications to such third party or waive such privilege if desired in connection with resolving such dispute. Notwithstanding the foregoing, in the event that a dispute arises between Parent, either of the Surviving Companies or their respective Subsidiaries or Affiliates, on the one hand, and one or more Stockholders, on the other hand, relating to any event that occurred prior to the Closing Date or the transactions contemplated hereby, Parent shall be provided access to, and permitted to use, all Pre-Merger Communications that relate directly to contested facts in connection with such dispute, including information in the files of Xxxxxxxxx; provided that for the avoidance of doubt, this sentence shall not apply to such disputes with the Stockholders collectively or the Stockholder Representative on behalf of the Stockholders. In the event that Parent is legally required or requested by governmental order or otherwise (any such request or order, a “Legal Request”) to access or obtain a copy of all or a portion of the Pre-Merger Communications, Parent shall be entitled to access or obtain a copy of and disclose the Pre-Merger Communications to the extent necessary to comply with any such Legal Request. In the event of any applicable privileges or protections that can or may be asserted Legal Request, Parent shall promptly notify the Stockholder Representative in writing (prior to prevent the disclosure by Parent of any such communications Pre-Merger Communications to any third partythe extent practicable) so that the Stockholder Representative can seek a protective order and Parent agrees to use all reasonable best efforts (at the sole cost and expense of the Company Equityholders) to assist therewith.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubPurchaser Parties, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to Pubco, the Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of Pubco, the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserPurchaser Parties, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by the Purchaser or the Surviving CorporationPubco; provided, further, that nothing contained herein shall be deemed to be a waiver by the any Purchaser Party or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation Subsidiaries and its Affiliatesthe Target Companies) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that each of EGS and GGS may have, prior to the Closing, jointly represented the Purchaser, Merger SubSPAC, the Purchaser SPAC Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser SPAC, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, each of EGS and GGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser SPAC Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company the Company Representative and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s ’ and GGS’ future representation of one or more of the Sponsor, the Purchaser SPAC Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserMerger Sub, SPAC the Company Representative and/or the Seller Representative Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS and GGS of the Purchaser, Merger Sub, any Sponsor, SPAC, the Purchaser SPAC Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser SPAC Representative shall be deemed the clients of each of EGS and GGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser SPAC Representative, shall be controlled by the Sponsor and the Purchaser SPAC Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationSPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyCompany, and Seller acknowledge and agree that the Law Firm has also represented Seller or the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution preparation, execution, delivery, and performance of this Agreement and the Ancillary Related Documents and the consummation of the Transactions and has represented the Company and Seller in the past, and that Seller, its Affiliates, and their respective partners, officers, directors, employees, and Representatives (the “Seller Group Members”) have a reasonable expectation that the Law Firm will represent them in connection with any Related Claim involving any Seller Group Member, on the one hand, and Purchaser, the Company, or any of their respective Affiliates and Representatives (the “Purchaser Group Members”), on the other hand, arising under this Agreement, the Related Documents, or the Transactions. All Purchaser hereby, on behalf of itself and the Company and the other Purchaser Group Members, irrevocably: (a) acknowledges and agrees that any attorney-client privilege, solicitor-client privilege, work product, or other attorney-client or solicitor-client confidential information arising from communications prior to the Closing between the Company (including any one or more officers, directors, employees, or members of the Company), on the one hand, and the Law Firm, on the other hand, that relate primarily to this Agreement or other Transactions and not the business of the Company generally (“Attorney-Client Information”), are not included in the property, rights, privileges, powers, franchises, and other interests that are possessed by or vested in the Company, that the Company’s rights to such communications Attorney-Client Information shall remain privileged be deemed property of, and controlled solely by, Seller for the benefit and on behalf of the Seller Group Members, and that no Purchaser Group Member shall have any right to waive any attorney-client privilege, solicitor-client privilege, or other right to confidentiality with respect to such Attorney-Client Information at any time after the Closing; (b) acknowledges and agrees that the Seller Group Members shall have the right to retain, or cause the Law Firm to retain, any such documentation or information in the possession of the Law Firm or such Seller Group Members at the Closing; (c) agrees not to intentionally access any documentation or information for the purpose of accessing Attorney-Client Information; (d) disclaims the right to assert a waiver by any Seller Group Member with regard to the attorney-client privilege, solicitor-client privilege, or other right to confidentiality with respect to such Attorney-Client Information solely due to the fact that such documentation or information is physically in the possession of the Company after the Closing; (e) consents to the Law Firm’s representation after the Closing of any Seller Group Member in any Related Claim arising out of this Agreement and the privilege Transactions, and consents to and waives any conflict of interest arising therefrom without the need for any future waiver or consent; and (f) consents to the disclosure by the Law Firm to any Seller Group Member of any documentation or information obtained by Law Firm during the course of its representation of the Company or any Affiliate prior to the Closing to the extent such documentation or information is related to this Agreement, the Related Documents, or the Transactions, and such disclosure either (i) constitutes Attorney-Client Information or (ii) is reasonably necessary to either enforce the applicable Seller Group Member’s rights under, or to defend against any claim against the Seller Group Member under, this Agreement, the Related Documents or the Transactions, whether or not such documentation or information disclosed is subject to any attorney-client privilege, solicitor-client privilege, or confidentiality obligations to the Company, or an Affiliate of the Company, but such disclosure may only be made to the extent that the applicable Seller Group Member is obligated to keep such documentation or information confidential and the expectation Company and Affiliates of the Company are intended third party beneficiaries of such obligation. To the extent that the Company has any rights to request or control files of the Law Firm, only the Seller Group Members shall have such rights. Notwithstanding the foregoing, in the event that any Related Claim arises after the Closing between any Purchaser Group Member and a Person other than a Seller Group Member, Parent, Purchaser and its Affiliates (including the Company) may assert attorney-client confidence relating thereto shall belong solely privilege to the Sponsor and the prevent disclosure of confidential communications to such Person; provided, however, that such Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and Group Member shall not pass waive such privilege with respect to or be claimed by Purchaser or such files without the Surviving Corporationprior written consent of Seller; provided, further, that nothing contained herein if such Purchaser Group Member is required by judicial order or other legal process to make such disclosure, such Purchaser Group Member shall promptly notify Seller in writing of such requirement (without making disclosure) and shall provide Seller with such cooperation and assistance as shall be deemed necessary to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted enable Seller to prevent disclosure by reason of any such communications to any third partyattorney-client privilege, solicitor-client privilege, or other rights of confidentiality. This Section 10.16 is for the benefit of the Seller Group Members and such Persons are intended third-party beneficiaries of this Section 10.16.

Legal Representation. The Parties Purchaser and the Sellers acknowledge and agree that, notwithstanding that the fact that EGS may have, prior to Closing, jointly Law Firm has represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Sellers and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its their Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution preparation, execution, delivery and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing Related Documents and the privilege consummation of the Transactions, and that the Sellers, their Affiliates and its partners, officers, directors and representatives (the “Seller Group Members”) have a reasonable expectation of client confidence relating thereto shall belong solely to that the Sponsor Law Firm will represent them in connection with any Action involving any Seller Group Member, on the one hand, and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates and representatives (includingthe “Purchaser Group Members”), on the other hand, arising under this Agreement, the Related Documents or the Transactions. Purchaser hereby, on behalf of itself and the other Purchaser Group Members, irrevocably: (a) acknowledges and agrees that any attorney-client privilege, solicitor-client privilege, work product or other attorney-client or solicitor-client confidential information arising from communications prior to the Closing between the Sellers (including any one or more officers, directors or stockholders of the Sellers), on the one hand, and the Law Firm, on the other hand, relating to the negotiation, preparation, execution or delivery of this Agreement or any Related Document or the consummation of the Transactions that is, immediately prior to the Closing, subject to attorney-client privilege, evidentiary privileges (including the work product doctrine), or attorney-client confidence under applicable Law (“Attorney-Client Information”), are not included in the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the Business or the Transferred Assets, that any such Attorney-Client Information shall be deemed property of, and controlled solely by, the Sellers for the benefit and on behalf of the Seller Group Members and, upon request, convey and transfer any Attorney-Client Information to the Sellers; (b) acknowledge and agree that the Seller Group Members shall have the right to retain, or cause the Law Firm to retain, any such Attorney-Client Information in the possession of the Law Firm or the Seller Group Members at the Closing; (c) agree not to access, retain or use any documentation or information constituting Attorney-Client Information and that no Purchaser Group Member shall have any right to waive any attorney-client privilege or other right to confidentiality with respect to such Attorney-Client Information; (d) disclaim the right to assert a waiver by any Seller Group Member with regard to the attorney-client privilege, solicitor-client privilege or other right to confidentiality with respect to such Attorney-Client Information solely due to the fact that such documentation or information is physically in the possession of Purchaser after the Effective Time, Closing; and (e) consent to the Surviving Corporation and its Affiliates) Law Firm’s representation after the Closing of any applicable privileges Seller Group Member in any Action to the extent relating to the Transactions and consent to and waive any conflict of interest arising therefrom without the need for any future waiver or protections consent. In the event that can any Action arises after the Closing between any Purchaser Group Member and a Person other than a Seller Group Member, such Purchaser Group Member shall not disclose any documentation or may be asserted information that is subject to an attorney-client privilege or other rights of confidentiality referenced in this Section 10.17 without the prior written consent of the Casa Seller; provided, however, that if such Purchaser Group Member is required by judicial order or other legal process to make such disclosure, such Purchaser Group Member shall promptly notify the Casa Seller in writing of such requirement (without making disclosure) and shall provide the Sellers with such commercially reasonable cooperation and assistance to enable the Sellers to prevent disclosure by reason of any such communications to any third partyattorney-client privilege, solicitor-client privilege or other rights of confidentiality.

Legal Representation. The Parties agree Each of Parent and Merger Sub agrees that, notwithstanding as to all communications between and among legal counsel (including Xxxxx Day) for the fact Company, any of its Subsidiaries or their respective Affiliates that EGS may have, prior relate in any way to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor transactions contemplated by or in connection with this AgreementAgreement (including the Merger) (collectively, the Ancillary Documents and the transactions contemplated hereby and thereby“Privileged Communications”), and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sponsor Privileged Communications belongs to the Company Shareholders and the Purchaser Representative, shall may be controlled by such Company Shareholders (via the Sponsor Shareholders’ Representative) and the Purchaser Representative and shall will not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Parent or any of its respective Affiliates (including, after following the Effective TimeClosing, the Surviving Corporation and its Subsidiaries). The Privileged Communications are the property of the Company Shareholders and, from and after the Closing, none of Parent, its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) or any Person purporting to act on behalf of or through Parent or such Subsidiaries will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Parent and its Subsidiaries (including, following the Closing, the Surviving Corporation and the Subsidiaries), together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving the Shareholders’ Representative or any of the Company Shareholders or any of their respective Affiliates after the Closing. The Privileged Communications may be used by the Shareholders’ Representative, the Company Shareholders or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Parent or any of its respective Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) and a third party (other than a party to this Agreement or any of its Affiliates) of any applicable privileges or protections that can or after the Closing, Parent and its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by counsel to such communications to any third party, provided that neither Parent nor its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) may waive such privilege without the prior written consent of the Shareholders’ Representative on behalf of the Company Shareholders. If the Company Shareholders or the Shareholders’ Representative so desire, and without the need for any written consent or waiver by Parent, Merger Sub, or the Surviving Corporation, Xxxxx Day is permitted to represent any of the Company Shareholders and/or the Shareholders’ Representative after the Closing in connection with any matter related to the transactions contemplated by this Agreement or any disagreement or dispute relating thereto.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (“NMRS”) and Gxxxxxxx Sxxxxxxx & Co. (“Gxxxxxxx” and together with NMRS, “Sponsor Prior Counsel”) may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or VSAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has have also represented VSAC, the Purchaser Sponsor and/or its their respective Affiliates in connection with matters other than the transaction Transaction that is the subject of this Agreement, EGS Sponsor Prior Counsel will be permitted in the future, after Closing, to represent the SponsorVSAC, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Company, VSAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeMerger Sub, who are or have the right to be represented by independent counsel in connection with the transactions Transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSSponsor Prior Counsel’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserCompany, the Company Merger Sub and/or the Seller Representative VSAC or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Sponsor Prior Counsel of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative VSAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Sponsor Prior Counsel with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser the Company or the Surviving CorporationVSAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company, VSAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Buyer and the Company hereby agree, on their own behalf, and each of their directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxxxx & Xxxx LLP (or a successor) shall not be prohibited from representing the Seller or any of its members or Affiliates, and each of their and their Affiliates’ directors, members, partners, officers, employee or Affiliates in connection with any dispute, legal action or obligation arising out of or relating to this Agreement or the other Transaction Documents (any such representation, the “Post-closing Representation”) as a result of its prior representation of the Seller, the Company or any of its Subsidiaries, and each of Buyer and the Company Group on behalf of itself and the Waiving Parties agree thathereby agrees not to assert any conflict of interest therefrom. Buyer and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxxx & Xxxx LLP provides legal services to the Seller, notwithstanding and of its members, or the fact that EGS may haveCompany or any of its Subsidiaries after the Closing Date. From and after the Closing neither Buyer, the Company, nor any Person purporting to act on behalf of or through Buyer or the Company or any of the Waiving Parties, will seek to obtain any privileged communications among the Company Group or the Seller and Xxxxxxxx & Xxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or legal action arising out of or relating to, this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby. Each of Buyer and the Company (after the Closing), on behalf of itself and the Waiving Parties, will not assert any attorney-client privilege with respect to any communication between Xxxxxxxx & Xxxx LLP and the Company, its Subsidiaries or the Seller or any member of the Seller occurring prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Closing in connection with this Agreement, the Ancillary Documents and any other Transaction Document or any of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates herein or therein in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Legal Representation. The Each of the Buyer Parties agree thathereby agrees, notwithstanding on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns, including, following the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany and the Company Subsidiaries (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Ropes & Grxx XLP may represent the Sponsor Company and the Company Subsidiaries or any or all of the Shareholders in connection with any dispute, Action, claim, or obligation arising out of or relating to this Agreement, and each of the Ancillary Documents Buyer Parties on behalf of itself and the transactions contemplated Waiving Parties hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of the Buyer Parties, for itself and has also represented the Purchaser and/or its Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company, the Company Subsidiaries, the Shareholders and any of their respective Affiliates (the “Seller Group”) and their counsel, including Ropes & Grxx XLP, made in connection with matters other than the transaction that is the subject negotiation, preparation, execution or delivery of this Agreement, EGS will be permitted in any agreements contemplated by this Agreement or the futuretransactions contemplated hereby, after Closingor any matter relating to any of the foregoing, to represent are privileged communications, and none of the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Buyer Parties or any of its Affiliatesthe Waiving Parties, including nor any disputes arising out ofPerson purporting to act on behalf of or through the Buyer Parties or any of the Waiving Parties, or related towill seek to obtain the same by any process. From and after the Closing, this Agreement. The Company each of the Buyer Parties, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Ropes & Grxx XLP and the Company or the Company Subsidiaries or any other Person in the Seller Representative, who are or have the right to be represented by independent counsel Group made in connection with the transactions negotiation, preparation, execution or delivery of this Agreement, any agreements contemplated by this AgreementAgreement or the transaction contemplated hereby, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyforegoing.

Legal Representation. The Parties agree thatBuyer, notwithstanding on behalf of itself and its Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubBlockers, the Purchaser Representative and/or Company and the Sponsor in connection with this AgreementCompany’s Subsidiaries) acknowledges and agrees that Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) has acted as counsel for the Sellers Representative, the Ancillary Documents Blockers, the Company and certain of their respective Affiliates (including certain of the Sellers) for several years and that the Sellers Representative, those Sellers previously represented by Xxxxxx Xxxx and their respective Affiliates reasonably anticipate that Xxxxxx Xxxx will continue to represent them in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Blockers, the Company and the transactions contemplated hereby and therebyCompany’s Subsidiaries), and has also expressly consents to: (a) Xxxxxx Xxxx’x representation of the Sellers Representative, those Sellers previously represented the Purchaser by Xxxxxx Xxxx and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters any post-Closing matter in which such Persons are adverse to the Purchaser or interests of the Buyer, the Blockers and the Company (including any of its Subsidiaries), on the one hand, and the Sellers Representative, the Sellers or their respective Affiliates, on the other hand, are adverse, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right matter relating to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement or any disagreement or dispute relating thereto, hereby agreeand whether or not such matter is one in which Xxxxxx Xxxx may have previously advised the Sellers Representative, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorthose Sellers previously represented by Xxxxxx Xxxx, the Purchaser Representative Blockers, the Company or their respective Affiliates in which and (b) the interests of such Person are adverse disclosure by Xxxxxx Xxxx to the interests Sellers Representative, the Sellers or their respective Affiliates of any information learned by Xxxxxx Xxxx in the course of its representation of the PurchaserSellers Representative, those Sellers previously represented by Xxxxxx Xxxx, the Blockers, the Company and/or the Seller Representative or any of their respective Affiliates, whether or not such information is subject to attorney-client privilege or Xxxxxx Xxxx’x duty of confidentiality. Furthermore, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Blockers and the Company and the Company’s Subsidiaries) irrevocably waive, from and after Closing, any right they may have to discover or obtain information or documentation relating to the representation of the Sellers Representative, those Sellers previously represented by Xxxxxx Xxxx, the Blockers and the Company (including any matters of its Subsidiaries) or their respective Affiliates by Xxxxxx Xxxx in the transactions contemplated hereby, to the extent that arise out such information or documentation was privileged. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Blockers and the Company and the Company’s Subsidiaries) further covenants and agrees that each shall not assert any claim against Xxxxxx Xxxx in respect of legal services provided to the Blockers or the Company (including any of its Subsidiaries) or their respective Affiliates by Xxxxxx Xxxx in connection with this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsortransactions contemplated hereby. Upon and after the Closing, the Purchaser Representative or Blockers and the Company and the Company’s Subsidiaries shall cease to have any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilegerelationship with Xxxxxx Xxxx, unless and to the Sponsor extent Xxxxxx Xxxx is specifically engaged in writing by the Blockers or the Company or such Subsidiary to represent the Blockers or the Company after the Closing and the Purchaser Representative shall be deemed the clients either such engagement involves no conflict of EGS interest with respect to the negotiationSellers Representative, execution and performance those Sellers previously represented by Xxxxxx Xxxx or their respective Affiliates or the Sellers Representative, those Sellers previously represented by Xxxxxx Xxxx or their respective Affiliates, as applicable, consent in writing at the time to such engagement. Any such representation of this Agreement and the Ancillary Documents. All such communications shall remain privileged Blockers, the Company or any of the Company’s Subsidiaries by Xxxxxx Xxxx after the Closing shall not affect the foregoing provisions hereof. If and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and extent that, at any time subsequent to the Purchaser RepresentativeClosing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (including, including after the Effective TimeClosing, the Surviving Corporation Blockers and the Company and the Company’s Subsidiaries) shall have the right to waive any attorney-client privilege with respect to any communication between the Blockers, the Company (including any of its Subsidiaries) or their respective Affiliates and any Person representing them that occurred at any time prior to the Closing, the Buyer, on behalf of itself and its AffiliatesAffiliates (including after the Closing, the Blockers and the Company (including any of its Subsidiaries)) shall be entitled to waive such privilege (a) only with the prior written consent of the Sellers Representative (not to be unreasonably withheld, conditioned or delayed) or (b) if the Buyer and its Affiliates (including after the Closing, the Blockers and the Company (including any applicable privileges or protections that can or may of its Subsidiaries)) will be asserted to prevent disclosure of any materially and adversely affected if such communications to any third partyprivilege is not waived.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Xxxxxx & Xxxxxxx LLP (“Xxxxxx”) may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or its SPAC, Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Xxxxxx will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Holdings, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Holdings and the Seller RepresentativeCompany Shareholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Xxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserHoldings, SPAC, the Company and/or and the Seller Representative Company Shareholders or any of their respective Affiliates, including Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Xxxxxx of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Xxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldings, SPAC; provided, provided further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Holdings, SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and 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.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, Purchaser and the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, one or more of the Purchaser Representative Representative, or their respective Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, the Pubco Subs and the Seller Representative, Representative who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective its Affiliates in which the interests of such Person are adverse to the interests of Pubco, the Pubco Subs, Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserPurchaser Representative, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its AffiliatesTarget Companies) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.