Common use of Legal Representation Clause in Contracts

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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. Purchaser further agrees thatBuyer hereby agrees, as to all communications between on its own behalf and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any on behalf of its directors, members, partners, officers, employees and Affiliates (including, following after the Closing, the Transferred EntitiesCompany and its Subsidiaries). The Privileged Communications are the property of Seller and Seller Parent, and from each of their respective successors and after 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 such representation, the “Post-Closing none Representation”), and Buyer on behalf of Purchaseritself 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 Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between a Designated Person and its Affiliates (includingexcluding the Company and its Subsidiaries) (collectively, following a “Designated Group”) and its counsel, including Xxxxxx & Xxxxxxx LLP, made in connection with the Closingnegotiation, 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 Transferred Entities)Company or any of the Waiving Parties, or nor any Person purporting to act on behalf of or through Purchaser Buyer or such Affiliates the Company or any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver 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 through 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 means. Purchaser, agreements contemplated hereby 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 consummation 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 Transactions in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementPost-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Buyer, the Company or any Subsidiary of its Affiliates the Company and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates the Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel Xxxxxx & Xxxxxxx LLP or any Person in a Designated Group to such 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. Purchaser Each of the parties to this Agreement acknowledges that Fossi & Xxxxxx and Xxxxxxx LLP (“Dechert”) currently serves as counsel to both (a) the Company and (b) Xx. Xxxx, 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. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of Xx. Xxxx and the Company may no longer be aligned or when, for any reason, Xx. Xxxx, Xxxxx & Xxxxxx, Xxxxxxx or the Company believes that Fossi & Xxxxxx or Dechert cannot or should no longer represent both Xx. Xxxx and the Company. The parties understand and specifically agree that Fossi & Xxxxxx or Dechert may withdraw from representing the Company and continue to represent Xx. Xxxx, even if the interests of Xx. Xxxx, and the interests of the Company are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and even though Xxxxx & Xxxxxx or Dechert may 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, and Buyer and the Company hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications between and among all counsel for SellerXxxxx & Jewell, Dechert, the Company, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)Xx. Xxxx, the attorney-client privilege and privilege, the expectation of client confidence with respect and all other rights to any evidentiary privilege shall be subject to a shared privilege between Xx. Xxxx, on the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parentone hand, and from and after the Closing none of PurchaserCompany, its Affiliates (including, following on the Closing, the 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. Purchaserhand, and its Affiliates (including, following Xx. Xxxx and the Closing, the Transferred Entities) together with any of their respective Affiliates, successors or assigns further agree that no Company shall have equal right to assert all 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 shared privileges in connection with privileged information under any dispute that relates to the transactions contemplated applicable Law and no such shared privilege may be waived by or in connection with this Agreement(a) Xx. 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege Xxxx without the prior written consent of the Company; or (b) by the Company without the prior written consent of Xx. Xxxx; provided, however, that any information relating to or arising out of any legal advice provided, whether before or after the Closing Date, with respect to any matter for which Buyer or Seller has an indemnification obligation hereunder, shall be subject to the sole and Seller Parentseparate privilege of the indemnifying party, and such indemnifying party shall be entitled to control the assertion or waiver of all such separate privileges under any applicable Law in connection with any privileged information, whether or not such information is in the possession of or under the control of any of the Indemnified Parties; provided, further, however, that nothing in this Section 10.19 shall in any way limit Buyer’s ability to use and access any information related to the business of the Company.

Legal Representation. Purchaser further Buyer, on behalf of itself and its Affiliates, acknowledges and agrees thatthat Seller’s Counsel has acted as counsel for Seller and its Affiliates, and that Seller reasonably anticipate that Seller’s Counsel will continue to represent Seller and its Affiliates in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates, expressly consents to: (a) Seller’s Counsel representation of Seller and its Affiliates, in any post-Closing matter in which the interests of Buyer, on the one hand, and Seller or its Affiliates, on the other hand, are adverse, including any 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 all communications between attorney-client privilege or Seller’s Counsel’s duty of confidentiality. Furthermore, Buyer, on behalf of itself and among all counsel for 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 Parent, the Transferred Entities and/or their respective or its Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Confidential Communications”), and (2) agrees that (i) the attorney-client privilege and the expectation of client confidence with respect to the Privileged such Confidential Communications belongs to shall remain with Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the ClosingClosing such that, without limiting Seller’s rights to such privilege, Seller alone shall have and maintain the Transferred Entities). The Privileged 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 are on the property servers of Seller and Seller Parentany Sale Entity or the JV Company, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 occurrence shall not constitute a waiver of the attorney-client privilege or through any other means. Purchaserprivilege applicable to such documents, and its Affiliates (including, iii) to the 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 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 Transferred Entities) together with Confidential Communications for any purpose. Buyer, on behalf of their respective itself and its Affiliates, successors 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 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 JV Company by Seller, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or ’s Counsel in connection with this AgreementAgreement or the Contemplated Transactions. Notwithstanding If and to the foregoingextent that, in the event that a dispute arises between Purchaser at any time subsequent to Closing, Buyer or any of its Affiliates and a third party (other than a party shall have the right to this Agreement assert or waive any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege with respect to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor any communication between Seller or its Affiliates (including, following and any Person representing them that occurred at any time prior to the Closing, the Transferred Entities) may Buyer, on behalf of itself and its Affiliates, shall be entitled to waive such privilege without only with the prior written consent of Seller Seller’s Counsel and Seller ParentSeller.

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 that 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, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and even though Xxxxxxx may 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, the Company or any Purchaser Indemnitee in connection with this Agreement, the Transaction Agreements or the transactions contemplated hereby or thereby. Each of the Parties further agrees that, as to all communications between and among all counsel for Xxxxxxx, Seller, Seller Parent, or the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)Company, the attorney-client privilege and privilege, the expectation of client confidence with respect and all other rights to the Privileged Communications belongs any evidentiary privilege belong to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser the Company or any of its Affiliates (includingAffiliates. In addition, following if the Closingtransactions contemplated by this Agreement are consummated, then the Transferred Entities). The Privileged Communications are 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 (and be controlled by) Seller. Furthermore, in the event of a dispute between Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or any Person purporting to act on behalf Company arising out of or through Purchaser or such Affiliates will seek relating to obtain such Privileged Communicationsany matter in which Xxxxxxx acted for them both, whether by seeking a waiver none of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following the Closingprivilege, the Transferred Entities) together with any expectation 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 client confidence or any other rights to any evidentiary privilege will protect from disclosure to Seller any information or documents developed or shared during the course 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Xxxxxxx’ joint representation of Seller and Seller Parentthe Company.

Legal Representation. Purchaser further agrees thatBuyer and the Company Group hereby agree on their own behalf and on behalf of their directors, as to members, partners, officers, employees and Affiliates, and each of their successors and assigns (all communications between and among all counsel for Seller, Seller Parentsuch parties, the Transferred Entities and/or their respective Affiliates (including Milbank LLP“Waiving Parties”), and Sellerthat Weil (or any successor) may represent (a) any or all of the Earthbound Holders (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller ParentGroup, or (b) the Transferred Entities and/or their respective Affiliates that relate Sellers’ Representative, in each case, in connection with any way dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, any agreements contemplated by this Agreement or the transactions contemplated by hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation of the Company Group in connection with this Agreement and the transactions contemplated hereby, and each of Buyer and the Company Group on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (collectivelyand will not assert) any conflict of interest arising therefrom or relating thereto in connection with the Post-Closing Representation, provided, however, that the “Privileged Communications”), 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 expectation of client confidence with respect to transactions contemplated hereby will survive the Privileged Communications belongs to Seller Closing, and Seller Parent remain in effect and may be controlled by the Company Group and its Affiliates. Each of Buyer and the Company Group, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and Seller Parent and will not pass their counsel prior to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, including Weil, made substantially in connection with the Transferred Entities). The Privileged Communications are negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this Agreement or the property of transactions contemplated hereby or thereby that were privileged communications between the Seller and Seller ParentGroup, the Company Group, and such counsel prior to the Closing, shall continue from and after the Closing none of Purchaser, its Affiliates (including, following the Closingto be privileged and that neither Buyer, the Transferred Entities)Company Group, or nor any Person purporting to act on behalf of or through Purchaser Buyer or such Affiliates 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 Privileged Communicationscounsel. From and after the Closing, whether by seeking a waiver each of Buyer and the Company Group, on behalf of itself and the Waiving Parties, will not assert any attorney-client privilege or through other means. Purchaser, with respect to any communication between Weil 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 Company Group or any of their respective Affiliates after Person in the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates Group occurring prior to the Closing 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) after the Closing, Purchaser and its Affiliates may assert the attorneyPost-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentClosing Representation.

Legal Representation. Purchaser further Acquiror hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLPafter the Closing, the Company), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that Fox Rothschild LLP (or any successor) may represent the holders of Company Stock or any of their respective directors, members, partners, officers, employees or Affiliates that relate (other than the Company) (collectively, the “Waiving Party Group”), in any way to the transactions contemplated by or each case, in connection with any Action or obligation arising out of or relating to this Agreement Agreement, any Transaction Document or the Transactions, notwithstanding its representation (collectivelyor any continued representation) of the Company or other Waiving Parties, and each of Acquiror 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, breach of duty or any other objection arising therefrom or relating thereto. Acquiror and the Company acknowledge that the foregoing provision applies whether or not Fox Rothschild LLP provides legal services to the Company after the Closing Date. Each of Acquiror and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or any member of the Waiving Party Group and its counsel, including Fox Rothschild LLP, made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), the attorney-client privilege without any waiver thereof. Acquiror and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company), in any Action Legal Proceeding 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) parties after the Closing, Purchaser and its Affiliates may Acquiror and the Company agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Privileged Communications, whether located in the records or email server of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates the Company or otherwise (including, following including in the Closing, knowledge of the Transferred Entities) may waive such privilege without officers and employees of the prior written consent of Seller and Seller ParentCompany).

Legal Representation. Purchaser further Buyer, on behalf of itself and its Affiliates, acknowledges and agrees thatthat Sellers’ Counsel has acted as counsel for Sellers and their Affiliates, 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: (a) Sellers’ Counsel representation of Sellers and their Affiliates, in any post-Closing matter in which the interests of Buyer, on the one hand, and Sellers or their respective Affiliates, on the other hand, are adverse, including any matter relating to the 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 Affiliates, as applicable, whether or not such information is subject to all communications between attorney-client privilege or Sellers’ Counsel’s duty of confidentiality. Furthermore, Buyer, on behalf of itself and among all counsel for Sellerits Affiliates, Seller Parent(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 Transferred Entities and/or their respective extent that such information or documentation was privileged as to Sellers or its Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Confidential Communications”), and (2) agrees that (i) the attorney-client privilege and the expectation of client confidence with respect to the Privileged such Confidential Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, shall remain with Sellers following the ClosingClosing such that, without limiting Sellers’ rights to such privilege, Sellers alone shall have and maintain the Transferred Entities). The Privileged 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 are on the property servers of Seller and Seller Parentany Sale Entity or JV Company, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 occurrence shall not constitute a waiver of the attorney-client privilege or through any other means. Purchaserprivilege applicable to such documents, and its Affiliates (including, iii) to the 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 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 Transferred Entities) together with Confidential Communications for any purpose. Buyer, on behalf of their respective itself and its Affiliates, successors or assigns further agree covenants and agrees that no such party may use or rely on each shall not assert any claim against Sellers’ Counsel in respect 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 legal services provided to the transactions contemplated Sale Entities or the JV Companies by or Sellers’ Counsel in connection with this AgreementAgreement or the Contemplated Transactions. Notwithstanding If and to the foregoingextent that, in the event that a dispute arises between Purchaser at any time subsequent to Closing, Buyer or any of its Affiliates and a third party (other than a party shall have the right to this Agreement assert or waive any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege with respect to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor any communication between Sellers or its Affiliates (including, following and any Person representing them that occurred at any time prior to the Closing, the Transferred Entities) may Buyer, on behalf of itself and its Affiliates, shall be entitled to waive such privilege without only with the prior written consent of Seller Sellers’ Counsel and Seller ParentSellers.

Legal Representation. Purchaser further agrees thatBuyer and the Companies hereby agree, as to on their own behalf and on behalf of their directors, members, partners, officers and Affiliates, and each of their successors and assigns (all communications between and among all counsel for Seller, Seller Parentsuch parties, the Transferred Entities and/or “Waiving Parties”), that (i) Dechert LLP may represent the Sellers and their respective Affiliates (including Milbank LLP), individually and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged CommunicationsSeller Group”), on the attorney-client privilege one hand, and the expectation Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of client confidence this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Dechert LLP (or any successor) may represent Select, any and all members of the 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 respect any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreements contemplated by this Agreement or the Privileged Communications belongs to Seller transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of the Companies, and Seller Parent each of Buyer and may be controlled by Seller the Companies on behalf of itself and Seller Parent the Waiving Parties hereby consents thereto and irrevocably waives (and will not pass 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 counsel, including Dechert LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or be claimed any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by Purchaser 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 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), Waiving Parties or any Person purporting to act on behalf of or through Purchaser Buyer, the Companies or such Affiliates any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver each of Buyer and the Companies, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege or through other means. Purchaser, with respect to any communication between Dechert LLP 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 Companies or any of their respective Affiliates after Person in the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates Group occurring during the Current Representation 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) after the Closing, Purchaser and its Affiliates may assert the attorneyPost-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentClosing Representation.

Legal Representation. Each of the parties hereby agrees that each of Seller’s Solicitors may serve as counsel to the Seller and its Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company, 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 Completion and the 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 any litigation, claim or obligation arising out of or relating to this agreement or the transactions contemplated by the Transaction Documents notwithstanding such representation and each of the parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of the parties shall procure any Affiliate thereof to consent to waive any conflict of interest arising from such representation. The Purchaser further agrees that, as to all communications between and among all counsel for each of Seller, Seller Parent’s Solicitors, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller ParentCompany, the Transferred Entities and/or Seller and their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)agreement, the attorney-client privilege and the expectation of client confidence with respect belongs to the Privileged Communications belongs to Seller and Seller Parent its Affiliates, as applicable, and may be controlled by the Seller and Seller Parent its Affiliates and will shall not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Purchaser 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 AgreementCompany. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or any of its Affiliates the Company, on the one hand, and a third party (other than a party to this Agreement or any member of their respective Affiliates) the Seller Group), on the other hand, after Completion, the Closing, Purchaser and its Affiliates Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel each of Seller’s Solicitors to such third party; provided, provided however, that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) 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 Seller Parentsuch persons are intended third party beneficiaries of this clause 26.

Legal Representation. Purchaser further agrees that(a) The Buyer, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, itself and its Affiliates (including, following after the Closing, the Transferred EntitiesCompany) together acknowledges and agrees that Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) has acted as counsel for the Seller and the Company in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”), and in connection with this Agreement and the transactions contemplated hereby, Xxxxxx Xxxx has not acted as counsel for any other Person, including the Buyer. (b) Only the Seller, the Company and their respective Affiliates shall be considered clients of Xxxxxx Xxxx in the Acquisition Engagement. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) acknowledges and agrees that all confidential communications between the Seller, the Company and their respective Affiliates, successors or assigns further agree that no such party may use or rely on any the one hand, and Xxxxxx Xxxx, on the other hand, in the course of the Privileged Communications in Acquisition Engagement, and any Action against attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto, shall be deemed to belong solely to the Seller and its Affiliates (other than the Company), and not the Company, and shall not pass to or involving any of Sellerbe claimed, Seller Parent held, or any of their respective Affiliates used by the Buyer or the Company upon or after the Closing. The Privileged Communications may be used by Seller; provided, Seller Parent and/or any of their respective Affiliates in connection with any dispute however, 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 the Buyer or any of its Affiliates Affiliates, the Company, and a third party (other than a party Party to this Agreement or any Affiliate of their respective Affiliates) a Party to this Agreement after the Closing, Purchaser and the Buyer or its Affiliates or the Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential information by counsel Xxxxxx Xxxx to such third party. Accordingly, provided the Buyer shall not have access to any such communications, or to the files of Xxxxxx Xxxx relating to the Acquisition Engagement. Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that neither Purchaser nor files of Xxxxxx Xxxx in respect of the Acquisition Engagement constitute property of the client, only the Seller and its Affiliates shall hold such property rights and (ii) Xxxxxx Xxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or the Buyer by reason of any attorney-client relationship between Xxxxxx Xxxx and the Company or otherwise; provided, however, that notwithstanding the foregoing, Xxxxxx Xxxx shall not disclose any such attorney-client communications or files to any third parties (other than representatives, accountants and advisors of the Seller and its Affiliates; provided, that such representatives, accounts and advisors are instructed to maintain the confidence of such attorney-client communications). If and to the extent that, at any time subsequent to Closing, the Buyer or any of its Affiliates (including, following including after the Closing, the Transferred EntitiesCompany) may shall have the right to assert or waive any attorney-client privilege with respect to any communication between the Company or its Affiliates and any Person representing them that occurred at any time prior to the Closing, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) shall be entitled to waive such privilege without only with the prior written consent of the Seller (such consent not to be unreasonably withheld). (c) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) acknowledges and agrees that Xxxxxx Xxxx has acted as counsel for the Seller, the Company and their respective Affiliates for several years and that the Seller reasonably anticipates that Xxxxxx Xxxx will continue to represent the Seller and its Affiliates in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) expressly consents to Xxxxxx Xxxx’x representation of the Seller Parentand/or its Affiliates and/or any of their respective agents (if any of the foregoing Persons so desire) in any matter, including, without limitation, any post-Closing matter in which the interests of the Buyer and the Company, on the one hand, and the Seller or any of its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated by this Agreement, and whether or not such matter is one in which Xxxxxx Xxxx may have previously advised the Seller, the Company or their respective Affiliates. (d) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) further covenants and agrees that each shall not assert any claim against Xxxxxx Xxxx in respect of legal services provided to the Company or its Affiliates by Xxxxxx Xxxx in connection with this Agreement or the transactions contemplated hereby. (e) From and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx Xxxx, unless and to the extent Xxxxxx Xxxx is expressly engaged in writing by the Company to represent the Company after the Closing and either (i) such engagement involves no conflict of interest with respect to the Seller and/or any of its Affiliates or (ii) the Seller and/or any such Affiliate, as applicable, consent in writing to such engagement. (f) The Seller, the Company and the Buyer consent to the arrangements in this Section 10.15 and waive any actual or potential conflict of interest that may be involved in connection with any representation by Xxxxxx Xxxx permitted hereunder.

Legal Representation. Purchaser SPAC, PubCo and the Company hereby agree on behalf of their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective, Affiliates, successors and assigns (all such parties, the “Waiving Parties”), that, in the event a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (a) SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or any of its Subsidiaries) (collectively, the “SPAC Group”), on the one hand, and (b) PubCo and/or any of its Subsidiaries, on the other hand, that White & Case, LLP (or any successor) may represent the SPAC Group, notwithstanding its representation (or any continued representation) of SPAC or other Waiving Parties, and each of SPAC, PubCo 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, breach of duty or any other objection arising therefrom or relating thereto. Each of SPAC, PubCo and the Company, for itself and the Waiving Parties, hereby further agrees agree that, as to all legally privileged communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way prior to the transactions contemplated by or Closing (made in connection with this Agreement the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, any Transaction Agreements or the Transactions contemplated or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and White & Case, LLP (collectivelyor any successor), on the “Privileged Communications”)other hand, the attorney-/client privilege and the expectation of client confidence with respect shall survive the Merger and belong to the Privileged Communications belongs to Seller SPAC Group after the Closing, and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed or controlled by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 AgreementSurviving Company. Notwithstanding the foregoing, in any privileged communications or information shared by the event that Company prior to the Closing with SPAC or another member of the SPAC Group under a dispute arises between Purchaser common interest agreement shall remain the privileged communications or any information of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, Surviving Company following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.

Legal Representation. (a) The Parties, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sellers, the Company Entities and any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Seller Group”), on the one hand, and (y) Purchaser, the Sponsor, the shareholders or holders of other equity interests of Purchaser 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 agrees agree that, as to all legally privileged communications between prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and among all counsel for Sellerperformance under, Seller Parentor any dispute or Action arising out of or relating to, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)this Agreement, and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to Ancillary Agreements or the transactions contemplated by hereby or in connection with this Agreement thereby) between or among the Company and/or any member of the Seller Group, on the one hand, and Pxxxxxx Xxxxxxx Marpeau & Associés and Winston & Sxxxxx LLP, on the other hand (collectively, the “Pxxxxxx & Winston Privileged Communications”), the attorney-/client privilege and the expectation of client confidence with respect shall survive the Transactions and belong to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Transferred Entities)Company prior to the Closing with Purchaser under a common interest agreement shall remain the privileged communications or information of the Company. The Privileged Communications are the property of Seller and Seller ParentParties, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Pxxxxxx & Wxxxxxx Privileged Communications 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 Sellerthe Parties after the Closing, Seller Parent or and the Parties agree not to assert that any privilege has been waived as to the Pxxxxxx & Wxxxxxx Privileged Communications, by virtue of the Transactions. (b) The Parties, on behalf of their respective Affiliates successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) any member of the Seller Group, on the one hand, and (y) any member of the Purchaser Group, on the other hand, any legal counsel, including Proskauer Rose LLP, that represented Purchaser and the Sponsor prior to the Closing may represent any member of the Purchaser Group in such dispute even though the interests of such Persons may be directly adverse to the Company, and even though such counsel may have represented Purchaser in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Purchaser and/or any member of the Purchaser Group, on the one hand, and Proskauer Rose LLP, on the other hand (the “Proskauer Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Purchaser Group 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 any privileged communications or information shared by Purchaser prior to the event that Closing with the Company under a dispute arises between Purchaser common interest agreement shall remain the privileged communications or any information of its Affiliates and a third party (other than a party to this Agreement or Purchaser. 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 Proskauer 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, Purchaser and its Affiliates may the Parties agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Proskauer Privileged Communications, by virtue of Privileged Communications by counsel to such 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 ParentTransactions.

Legal Representation. Purchaser further agrees thatIt is acknowledged by each of the parties that the Seller has retained Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) to act as to all communications between and among all its counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to connection with the transactions contemplated by or hereby and that Xxxxxx Xxxx has not acted as counsel for any other Person in connection with this Agreement (collectively, the “Privileged Communications”), transactions contemplated hereby and that no other party or Person has the attorney-status of a client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser Xxxxxx Xxxx for conflict of interest or any of its Affiliates (including, following the Closing, the Transferred Entities)other purposes as a result thereof. The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or any Person purporting to act Buyer hereby agrees 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, itself 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 foregoingthat, in the event that a dispute arises between Purchaser the Buyer or any of its Affiliates (including in respect of the Business or the Transferred Assets) and a third party (other than a party to this Agreement the Seller or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates under or in connection with this Agreement, Xxxxxx Xxxx may assert represent the Seller or any such Affiliate in such dispute even though the interests of the Seller or such Affiliate may be directly adverse to the Buyer or any of its Affiliates, and the Buyer hereby waives, on behalf of itself and each of its Affiliates, any conflict of interest in connection with representation by Xxxxxx Xxxx of the Seller regarding a dispute arising under or in connection with this Agreement. The Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxxx Xxxx and the Seller, and all files, attorney notes, drafts or other documents, to the extent related to the negotiation, execution or consummation of the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to prevent disclosure of Privileged Communications the Seller and may not be controlled by counsel the Buyer and shall not pass to such third party, provided that neither Purchaser nor its Affiliates (including, or be claimed by the Buyer following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.

Legal Representation. Purchaser further agrees thatBuyer, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, itself and its Affiliates (including, following after the Closing, the Transferred EntitiesCompany and its Subsidiaries), acknowledges and agrees that Squire Xxxxxx Xxxxx (US) together with any of their respective AffiliatesLLP (“SPB”) may have acted as counsel for Compass Diversified Holdings (“CDH”), successors or assigns further agree that no such party may use or rely on any of Sellers’ Representative, 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 Company 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 foregoingcertain matters for several years and that, in the event that a dispute arises between Purchaser or any of its Affiliates from and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser CDH and Sellers’ Representative reasonably anticipate that SPB will continue to represent them and/or such other parties (other than the Company and its Affiliates may assert the attorney-client privilege to prevent disclosure Subsidiaries) in future matters. Accordingly, Buyer, on behalf of Privileged Communications by counsel to such third party, provided that neither Purchaser nor itself and its Affiliates (including, following after the Closing, the Transferred EntitiesCompany 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 information learned by SPB in the course of its representation of CDH, Sellers’ Representative, the Company or 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 waive 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 such privilege without information or documentation was privileged as to CDH or Sellers’ Representative and/or their Affiliates. Upon and after the prior written consent 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 Seller its Subsidiaries to represent such Person after the Closing and Seller Parentsuch engagement either (i) involves no conflict of interest with respect to CDH 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. Purchaser further (a) The Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company) acknowledges and agrees thatthat Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) has acted as to all communications between and among all counsel for Seller, the Seller Parent, and the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or Company in connection with this Agreement and the transactions contemplated hereby (collectively, the “Privileged CommunicationsAcquisition Engagement”), and in connection with this Agreement and the transactions contemplated hereby, Xxxxxx Xxxx has not acted as counsel for any other Person, including the Buyer. (b) Only the Seller, the Company (prior to the Closing) and their respective Affiliates prior to Closing shall be considered clients of Xxxxxx Xxxx in the Acquisition Engagement. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) acknowledges and agrees that all confidential communications between the Seller, the Company and their respective Affiliates, on the one hand, and Xxxxxx Xxxx, on the other hand, in the course of the Acquisition Engagement, and any attendant attorney-client privilege privilege, attorney work product protection, and the expectation of client confidence with respect confidentiality applicable thereto, shall be deemed to belong solely to the Privileged Communications belongs to Seller and Seller Parent its Affiliates (other than the Company), and may be controlled by Seller not the Company, and Seller Parent and will shall not pass to or be claimed claimed, held, or used by Purchaser the Buyer or the Company upon or after the Closing. Accordingly, the Buyer shall not have access to any such communications, or to the files of Xxxxxx Xxxx relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that files of Xxxxxx Xxxx in respect of the Acquisition Engagement constitute property of the client, only the Seller and its Affiliates shall hold such property rights and (ii) Xxxxxx Xxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or the Buyer by reason of any attorney-client relationship between Xxxxxx Xxxx and the Company or otherwise; provided, however, that notwithstanding the foregoing, Xxxxxx Xxxx shall not disclose any such attorney-client communications or files to any third parties (other than representatives, accountants and advisors of the Seller and its Affiliates; provided, that such representatives, accounts and advisors are instructed to maintain the confidence of such attorney-client communications). The Buyer, 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 Acquisition Engagement, to the extent that such information or documentation was subject to an attorney-client privilege, work product protection or other expectation of confidentiality owed to the Seller and/or its Affiliates. If and to the extent that, at any time subsequent to Closing, the Buyer or any of its Affiliates (including, following including after the Closing, the Transferred Entities). The Privileged Communications are Company) shall have the property of Seller and Seller Parent, and from and after right to assert or waive any attorney-client privilege with respect to any communication between the Closing none of Purchaser, Company or its Affiliates (including, following and any Person representing them that occurred at any time prior to the Closing, the Transferred Entities)Buyer, 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, itself and its Affiliates (including, following including after the Closing, the Transferred EntitiesCompany) together shall be entitled to waive such privilege only with any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any the prior written consent of the Privileged Communications in any Action against or involving any Seller (such consent not to be unreasonably withheld). (c) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) acknowledges and agrees that Xxxxxx Xxxx has acted as counsel for the Seller, Seller Parent or any of the Company and their respective Affiliates for several years and that the Seller reasonably anticipates that Xxxxxx Xxxx will continue to represent it and/or its Affiliates in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing. The Privileged Communications may be used by Seller, the Company) expressly (i) consents to Xxxxxx Xxxx’x representation of the Seller Parent and/or its Affiliates and/or any of their respective Affiliates agents (if any of the foregoing Persons so desire) in connection with any dispute that relates matter, including any post-Closing matter in which the interests of the Buyer and the Company, on the one hand, and the Seller or any of its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated by this Agreement, and whether or not such matter is one in which Xxxxxx Xxxx may have previously advised the Seller, the Company or their respective Affiliates and (ii) consents to the disclosure by Xxxxxx Xxxx to the Seller or its Affiliates of any information learned by Xxxxxx Xxxx in the course of its representation of the Seller, the Company or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Xxxxxx Xxxx’x duty of confidentiality. (d) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) further covenants and agrees that each shall not assert any claim against Xxxxxx Xxxx in respect of legal services provided to the Company or its Affiliates by Xxxxxx Xxxx in connection with this Agreement. Notwithstanding Agreement or the foregoingtransactions contemplated hereby. (e) From and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx Xxxx, unless and to the extent Xxxxxx Xxxx is expressly engaged in writing by the event that a dispute arises between Purchaser or Company to represent the Company after the Closing and either (i) such engagement involves no conflict of interest with respect to the Seller and/or any of its Affiliates and a third party or (other than a party ii) the Seller and/or any such Affiliate, as applicable, consent in writing to this Agreement or any such engagement. Any such representation of their respective Affiliates) the Company by Xxxxxx Xxxx after the ClosingClosing shall not affect the foregoing provisions hereof. Furthermore, Purchaser and Xxxxxx Xxxx, in its Affiliates may assert sole discretion, shall be permitted to withdraw from representing the attorney-client privilege Company in order to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates represent or continue so representing the Seller. (including, following the Closingf) The Seller, the Transferred Entities) Company and the Buyer consent to the arrangements in this Section 10.20 and waive any actual or potential conflict of interest that may waive such privilege without the prior written consent of Seller and Seller Parentbe involved in connection with any representation by Xxxxxx Xxxx permitted hereunder.

Legal Representation. Purchaser further agrees thatRecognizing that EGS has acted as legal counsel to Sellers, as their Affiliates, Pubco, Merger Sub and the Target Companies prior to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)Closing, and Sellerthat EGS intends to act as legal counsel to Sellers and their Affiliates after the Closing, Seller ParentDMAC, Pubco and the Transferred Entities and/or their respective 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 relate in any way to the transactions contemplated by or may arise in connection with this Agreement (collectivelyEGS representing Sellers and/or their Affiliates after the Closing as such representation may relate to DMAC, any Target Company or any of the “Privileged Communications”), Transactions or any of the Ancillary Documents. All communications involving attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or confidences between any Seller, any of its Affiliates (includingor any Target Company and EGS in the course of the preparations, following 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 after the Closing, (i) Sellers shall be the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 sole holders of the attorney-client privilege or through other means. Purchaserwith respect to such engagement, and its Affiliates none of the Target Companies shall be a holder thereof, (includingii) to the extent that files of EGS in respect of such engagement constitute property of the client, following only Sellers (and not the Closing, the Transferred EntitiesTarget Companies) together with shall hold such property rights and (iii) EGS shall have no duty whatsoever to reveal or disclose any of their respective Affiliates, successors such attorney-client communications or assigns further agree that no such party may use or rely on files to any of the Privileged Communications in Target Companies by reason of any Action against or involving attorney-client relationship between EGS and any of Seller, Seller Parent the Target Companies 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 Agreementotherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser DMAC, the Target Companies or any of its their Affiliates and a third party (other than a party to this Agreement Party or any of their respective its Affiliates) after the Closing, Purchaser and its Affiliates the Target Companies may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential attorney-client communications by counsel EGS to such 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. Purchaser further agrees that(a) Parent, on behalf of itself and its Affiliates (including, after the Closing, the Surviving Corporation) acknowledges that DLA Piper LLP (US) (“DLA Piper”) has acted as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or Company in connection with this Agreement and the transactions contemplated hereby (collectively, the “Privileged CommunicationsAcquisition Engagement”), the attorney-client privilege and in connection with this Agreement and the expectation transactions contemplated hereby, DLA Piper has not acted as counsel for any other Person, including Parent or Merger Sub. (b) Only the Company shall be considered a client of client confidence DLA Piper in the Acquisition Engagement. Notwithstanding the foregoing, Parent, on behalf of itself and its Affiliates (including after the Closing, the Surviving Corporation) acknowledges and agrees that all confidential communications between the Company Equityholders, the Company and their respective Affiliates, on the one hand, and DLA Piper, on the other hand, with respect to the Privileged Communications belongs Acquisition Engagement, and any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto, shall be deemed to Seller belong solely to the Company Equityholders (and Seller Parent the Equityholder Representative), and may be controlled by Seller not the Company, and Seller Parent and will shall not pass to or be claimed claimed, held, or used by Purchaser Parent or the Surviving Corporation upon or after the Closing. Accordingly, Parent shall not have access to any such communications, or to the files of DLA Piper relating to the Acquisition Engagement, whether or not the Closing occurs. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that files of DLA Piper in respect of the Acquisition Engagement constitute property of the client, only the Company Equityholders (and the Equityholder Representative) shall hold such property rights and (ii) DLA Piper shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or Parent by reason of any attorney-client relationship between DLA Piper and the Company or otherwise. Parent, on behalf of itself and its Affiliates (including after the Closing, the Surviving Corporation) irrevocably waives any right it may have to discover or obtain information or documentation relating to the Acquisition Engagement, to the extent that such information or documentation was subject to an attorney-client privilege, work product protection or other expectation of confidentiality. If and to the extent that, at any time subsequent to Closing, Parent or any of its Affiliates (including, following including after the Closing, the Transferred Entities). The Privileged Communications are Surviving Corporation) shall have the property of Seller right to assert or waive any attorney-client privilege with respect to any communication between the Company or its Affiliates and Seller any Person representing them that occurred at any time prior to the Closing, Parent, on behalf of itself and from and after the Closing none of Purchaser, its Affiliates (including, following including after the Closing, the Transferred Entities), or any Person purporting Surviving Corporation) shall be entitled to act on behalf of or through Purchaser or waive such Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver privilege only with the prior written consent of the attorney-client privilege or through other means. Purchaser, and its Affiliates Equityholder Representative (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 consent not to 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 Agreementunreasonably withheld). Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent or any its Subsidiaries (including the members of its Affiliates the Company Group), on the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates the Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel DLA Piper to such third partyPerson. (c) Parent, provided that neither Purchaser nor on behalf of itself and its Affiliates (including, following including after the Closing, the Transferred EntitiesSurviving Corporation) expressly (i) consents to DLA Piper’s representation of the Company Equityholders and/or their Affiliates and/or any of their respective agents, including the Equityholder Representative (if any of the foregoing Persons so desire), in any matter, including, without limitation, any post-Closing matter in which the interests of Parent and the Surviving Corporation, on the one hand, and any of the Company Equityholders or any of their Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated by this Agreement, and whether or not such matter is one in which DLA Piper may have previously advised the Company Equityholders, the Company or their respective Affiliates and (ii) consents to the disclosure by DLA Piper to the Company Equityholders, their Affiliates and/or any of their respective agents, including the Equityholder Representative, of any information learned by DLA Piper in the course of its representation of the Company, whether or not such information is subject to attorney-client privilege, attorney work product protection, or DLA Piper’s duty of confidentiality. (d) From and after the Closing, DLA Piper, in its sole discretion, shall be permitted to withdraw from representing the Surviving Corporation in order to represent or continue so representing the Company Equityholders, their Affiliates and/or any of their respective agents, including the Equityholder Representative. (e) The Company Equityholders, the Company and Parent consent to the arrangements in this Section 10.20 and waive such privilege without any actual or potential conflict of interest that may be involved in connection with any representation by DLA Piper permitted hereunder. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the prior written consent of Seller “Company”) has determined that the information (i) is not material and Seller Parent(ii) would likely cause competitive harm to the Company if publicly disclosed.

Legal Representation. Purchaser further Each of Parent and Merger Sub hereby agree, on their own behalf and on behalf of their respective directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Gxxxxxx Procter LLP may represent any or all of the 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 “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, as to that all communications between and among all counsel for Seller, Seller Parentthe Company, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), Company Holders and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 (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 such counsel. From and after the Closing. The Privileged Communications may be used by Seller, each of Parent, Merger Sub 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 Gxxxxxx Procter LLP and the Company or any Person in the Seller Parent and/or any Group occurring during the representation in connection with the negotiation, preparation, execution and delivery of their respective Affiliates this Agreement and the other agreements contemplated hereby and the consummation of the Merger in connection with any dispute Post-Closing Representation; provided that relates the foregoing waiver shall not extend 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 communication not involving this Agreement or any agreement contemplated hereby or the consummation of their respective Affiliates) after the ClosingMerger, Purchaser and its Affiliates may assert or to communications with any Person other than the attorney-client privilege Seller Group; provided, further, that the foregoing waiver shall not apply to prevent disclosure of Privileged Communications by counsel to such any disputes with 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. Purchaser further agrees thatEach Party acknowledges and agrees, as to all communications between on its own behalf and among all counsel for Selleron behalf of its Affiliates, Seller Parentthat (a) Faegre Xxxxx Xxxxxxx LLP, the Transferred Entities and/or their respective Affiliates an Illinois limited liability partnership (including Milbank LLPalong with any predecessor or successor, “FaegreBD”), has served as legal counsel to the Acquired Companies from time to time and Seller, Seller Parent, that FaegreBD’s services for the Transferred Entities and/or their respective Affiliates that relate in any way to Acquired Companies have included representation regarding aspects of the transactions contemplated by herein and other matters and (b) after Closing, FaegreBD may serve as legal counsel to the Sellers’ Representative, any Seller, any Affiliate of any Seller, or any director, officer, member, partner or employee of any of the foregoing in connection with this Agreement the transactions contemplated herein (collectivelyincluding any claim or other Proceeding relating hereto) or any other matter, notwithstanding such other representation (or any continued representation). Each Party (on its and its Affiliates behalf) hereby consents to such representation and waives any conflict of interest relating thereto. Notwithstanding the “Privileged Communications”)foregoing, (a) FaegreBD does not currently represent any Seller (and there is no attorney‑client relationship between FaegreBD and any Seller) and (b) the receipt by FaegreBD of any notice or communication hereunder (including as contemplated under Section 9.1) or any action on behalf of any other Party does not create any such representation or relationship. In addition, all communications involving attorney-client privilege confidences among the Acquired Companies and FaegreBD in the expectation course of the negotiation, documentation and consummation of the transactions contemplated herein will be deemed to be attorney-client confidence with respect confidences that belong solely to the Privileged Communications belongs to Seller Sellers (and Seller Parent not the Surviving Corporation or its Subsidiaries) and may be controlled by Seller Sellers’ Representative. Without limiting the generality of the foregoing, (a) upon and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following after the Closing, (1) the Transferred Entities). The Privileged Communications are the property of Seller Sellers and Seller Parent, and from and after the Closing none of Purchaser, its their Affiliates (including, following and not the Closing, Surviving Corporation or its Subsidiaries) will be the 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 sole holders of the attorney-client privilege or through other means. Purchaserwith respect to the negotiation, documentation and its Affiliates (including, following the Closing, the Transferred Entities) together with any consummation 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 herein (collectively, the “Pre-Sale Communications”), and none of the Surviving Corporation or in connection its Subsidiaries will be a holder thereof, (2) to the extent that files of FaegreBD with this Agreement. Notwithstanding respect to the foregoingnegotiation, in documentation and consummation of the event that a dispute arises between Purchaser transactions contemplated herein constitute property of the client, only the Sellers and their Affiliates (and not the Surviving Corporation or its Subsidiaries) will hold such property rights and (3) FaegreBD will have no duty whatsoever to reveal or disclose the Pre-Sale Communications of files pertaining to the Pre-Sale Communications to the Surviving Corporation or any of its Affiliates and a third party (other than a party to this Agreement or Subsidiaries by reason of any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client relationship between FaegreBD and the Acquired Companies or otherwise; and (b) it would be impracticable to remove from the records (including emails and other electronic files) of the Acquired Companies any privileged communications with FaegreBD and therefore the Parties agree that no waiver of any applicable attorney-client, work product or other privilege shall result if such material is allowed to prevent disclosure remain in the files of Privileged Communications by counsel to such third party, provided that neither Purchaser nor the Surviving Corporation and its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentAffiliates.

Legal Representation. Purchaser further agrees (a) It is acknowledged by each of the Parties that the Company and Seller have retained Xxxxxx & Xxxxxxx LLP and Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (collectively, “Seller’s Counsel”) to act as their counsel in connection with the transactions contemplated hereby and that Seller’s Counsel has not acted as counsel for any other Party in connection with the transactions contemplated hereby. Seller and Buyer hereby agree that, as to all communications between in the event that any dispute, or any other matter in which the interests of Seller or any of its Affiliates, on the one hand, and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Buyer or any of its Affiliates (including Milbank LLPthe Company), on the other hand, are adverse, arises after the Closing between Buyer or any of its Affiliates (including the Company), on the one hand, and Seller or any of its Affiliates, on the other hand, Seller’s Counsel shall not be precluded from representing any or all of Seller and its Affiliates in such dispute due to Seller’s Counsel’s representation of Seller and the Company in connection with the transactions contemplated hereby, even though the interests of Seller Parentand its Affiliates may be directly adverse to Buyer or the Company. (b) Seller and Buyer and their respective Affiliates, including following the Closing with respect to the Company, acknowledge and agree that, in connection with any future disputes, lawsuits, actions, proceedings, investigations or other matters, including any dispute between Buyer, the Transferred Entities and/or Company or any of their respective Affiliates that relate in Affiliates, on the one hand, and Seller or any way of its Affiliates, on the other hand, or with or between any other Persons, with respect to the transactions contemplated by or in connection with this Agreement or otherwise, (collectivelyi) as to all communications among Seller’s Counsel, the “Privileged Communications”)Company, Seller or any of its Affiliates, the attorney-client privilege privilege, attorney work product protection and the expectation of client confidence with respect to the Privileged Communications belongs solely to Seller and Seller Parent or its Affiliates (other than the Company), and may be controlled by Seller or its Affiliates (other than the Company), and Seller Parent and will shall not pass to or be claimed by Purchaser or any of its Affiliates (including, following the ClosingBuyer, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities)Company, 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; provided that, 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 Buyer or any of its Affiliates (including the Company), on the one hand, and a third party (other than a party to this Agreement Seller or any of their respective its Affiliates) after , on the Closingother hand, Purchaser Buyer and its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel such information to such third partyparty and (ii) Seller’s Counsel may disclose to Seller or its Affiliates any information learned by Seller’s Counsel in the course of its representation of Seller, provided the Company or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, of Seller’s Counsel’s duty of confidentiality. Accordingly, Buyer and its Affiliates shall not have access to any such communications, or to the files of Seller’s Counsel, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (A) to the extent that neither Purchaser nor files of Seller’s Counsel constitute property of the client, only Seller and its Affiliates shall hold such property rights and (B) Seller’s Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer or the Company by reason of any attorney-client relationship between Seller’s Counsel and the Company or otherwise. (c) If and to the extent that, at any time subsequent to Closing, Buyer or any of its Affiliates (including, following including the Company) shall have the right to assert or waive any attorney-client privilege with respect to any communication between the Company or its Affiliates and any Person representing them that occurred at any time prior to the Closing, Buyer, on behalf of itself and its Affiliates (including the Transferred Entities) may Company), shall be entitled to waive such privilege without only with the prior written consent of Seller and Seller ParentSeller.

Legal Representation. Purchaser further agrees thatEach of the Parties acknowledges that Xxxxxx & Xxxxxxx LLP (“Xxxxxx”) currently serves as counsel to both (i) the Subject Entities and (ii) Sellers, as to all communications between including in connection with the negotiation, preparation, execution and among all counsel for Seller, Seller Parentdelivery of this Agreement, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), Transaction Documents and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to consummation of the transactions contemplated hereby and thereby. Each of the Parties agrees that all communications and documents (or such portions of such communications and documents as applicable) exchanged in any form or format whatsoever between or among any of Xxxxxx, the Subject Entities or Sellers, or any of their respective Affiliates, that relate to the consideration, negotiation, documentation and consummation of the Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby or any alternative transaction at or prior to the Closing (collectively, the “Deal Communications”) shall be deemed to be retained and owned solely by Sellers. All Deal Communications that are subject to the attorney-client privilege, the attorney work product doctrine or in connection with this Agreement any other privilege or protection (collectively, the “Privileged Deal Communications”), ) shall remain privileged after the attorney-client Closing and the privilege and the expectation of client confidence with respect relating thereto shall belong solely to the Privileged Communications belongs to Seller and Seller Parent and may Sellers, shall be controlled solely by Seller Sellers and Seller Parent and will shall not pass to or be claimed by Purchaser Acquiror or any of its Affiliates (includingAffiliates. Xxxxxx shall not have any duty whatsoever to reveal or disclose any Deal Communications, following the Closing, the Transferred Entities). The Privileged Deal Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, or files to Acquiror or its Affiliates (including, following the Closing, the Transferred Entities), or by reason of 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 relationship between Xxxxxx and the Subject Entities. To the extent that files or through other means. Purchasermaterials maintained by Xxxxxx constitute property of its clients, only Sellers shall hold such property rights with respect to any representation prior to the Closing of the Subject Entities, and its Affiliates (including, following the Closing, the Transferred Entities) together with Xxxxxx shall have no duty to reveal or disclose any such files or other materials by reason 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure relationship between Xxxxxx, on the one hand, and the Subject Entities, on the other hand. This Section 11.15 is for the benefit of Privileged Communications by counsel to such third partySellers and Xxxxxx, provided that neither Purchaser nor its Affiliates (includingand Xxxxxx is an express third-party beneficiary of this Section 11.15. This Section 11.15 shall be irrevocable, following the Closingand no term of this Section 11.15 may be amended, the Transferred Entities) may waive such privilege waived or modified without the prior written consent of Seller and Seller ParentXxxxxx.

Legal Representation. Purchaser further agrees thatPensare, Merger Sub, the Company and their respective affiliates acknowledge and agree that Xxxxxx and Xxxxx, LLP (“H&B”) has acted as counsel for Holdings, the Company and the Company Subsidiaries for several years and that Holdings reasonably anticipates that H&B will continue to represent Holdings in future matters. Accordingly, Pensare, Merger Sub, the Company and their respective affiliates expressly consent to H&B representation of Holdings in any post-Closing matter in which the interests of Pensare, Merger Sub, the Surviving Corporation and the Company Subsidiaries, on the one hand, and Holdings, on the other hand, are adverse, including, without limitation, any matter relating to the Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which H&B may have previously advised Holdings, the Company, the Company Subsidiaries or their respective affiliates. Furthermore, Pensare, Merger Sub, the Surviving Corporation, the Company and the Company Subsidiaries irrevocably waive (and Pensare shall cause all such persons to irrevocably waive) any right they may have to discover or obtain information or documentation relating to the representation of Holdings, the Company or the Company Subsidiaries by H&B in the Transactions, to the extent that such information or documentation was privileged as to all communications between Holdings or any of its affiliates, and among all counsel for Sellersuch parties agree they shall not try to obtain any such information or documentation under any process. Pensare, Seller ParentMerger Sub, the Transferred Entities and/or Surviving Corporation, the Company, the Company Subsidiaries and their respective Affiliates affiliates further covenant and agree that each such party shall not assert (including Milbank LLP), and Seller, Seller ParentPensare shall cause all such person not to assert) any claim against H&B in respect of legal services provided to the Company, the Transferred Entities and/or Company Subsidiaries or their respective Affiliates that relate in any way to the transactions contemplated affiliates by or H&B in connection with this Agreement (collectivelyor the Transactions. Upon and after the Closing, the “Privileged Communications”)Surviving Corporation and the Company Subsidiaries shall cease to have any attorney-client relationship with H&B, unless and to the extent H&B is specifically engaged in writing by the Surviving Corporation to represent the Surviving Corporation after the Closing and either such engagement involves no conflict of interest with respect to Holdings or Holdings consents in writing to such representation at the time to such engagement. Any such representation of the Surviving Corporation by H&B after the Closing shall not affect the foregoing provisions hereof. Pensare, Merger Sub, the Surviving Corporation, the Company Subsidiaries and their affiliates acknowledge and agree that Holdings is the only party with the right to assert or waive an attorney-client privilege and the expectation of client confidence with respect to any communication between Holdings, the Privileged Communications belongs Company, the Company Subsidiaries and/or their affiliates and any person representing them that occurred at any time prior to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive therefore such privilege cannot be waived without the prior written consent of Seller and Seller ParentHoldings in its sole discretion.

Legal Representation. Purchaser further agrees that(a) Each party hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that Company is a client of Piciocchi Legal PLLC (“Law Firm”). After the Closing, it is possible that Law Firm will represent the Company Representative or the Company Stockholders (individually and collectively, the “Seller Group”) in connection with the transactions contemplated herein or in connection with any claims for indemnification under this Agreement. The Parent and Company hereby agree that Law Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement and any claims that may be made pursuant to this Agreement, and even though the Law Firm may have represented Company in a matter substantially related to such dispute or may be handling ongoing matters for Company. Law Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each party hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each Party hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) After the Closing, the Parent shall not, and shall cause each of its Affiliates not to, intentionally seek, obtain access to, or use any of the communications between and among all counsel for SellerLaw Firm, Seller Parent, on the Transferred Entities and/or their respective Affiliates (including Milbank LLP)one hand, and Sellerany member of the Seller Group, Seller Parenton the other hand, the Transferred Entities and/or their respective Affiliates that relate in any way relating to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Client Communications”), including by intentionally searching, reviewing or accessing e-mail archives or other books and records of the Company Stockholders; provided, however, that nothing contained herein shall prevent the Parent from seeking Client Communications in connection with discovery in any Legal Proceeding so long as such Client Communications would not be subject to attorney-client privilege, attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a Legal Proceeding and such Client Communications would be required to be produced in response to such discovery. After the expectation of client confidence Closing, the Company Stockholders shall be permitted to access and use the Client Communications in connection with respect to any Legal Proceeding or potential Legal Proceeding against, with or involving the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller or agents; and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), Law Firm 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 member of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following the Closing, the Transferred Entities) together with Seller Group may make any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on Client Communications available to any member of the Privileged Communications in Seller Group or Law Firm, as the case may be; provided, that such use would not reasonably be expected to waive any Action against applicable privileges or involving any of Seller, Seller Parent protections that can or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or asserted against 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 unrelated third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged any Client Communications by counsel in a manner detrimental to such the Parent (other than in a de minimis, ministerial or administrative manner). The Parent shall not, and shall cause each of its Affiliates not to, assert ownership of the Client Communications, attorney-client privilege, attorney work product privilege or any other legal privilege or protection against any member of the Seller Group or Law Firm with respect to any Client Communications. For the avoidance of doubt, nothing in this Section 10.15 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Client 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. Purchaser further agrees that, GSB and any other attorney currently serving as counsel to all communications between and among all counsel for Seller, the Company and/or any of their Affiliates, including without limitation, attorneys employed as in-house counsel (each of whom constitutes “Seller ParentCounsel”), may serve as counsel to Seller, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)Company, or both in connection with the negotiation, preparation, execution, and Sellerdelivery of this Agreement and the consummation of the transactions contemplated hereby. Following the Closing, Seller ParentCounsel may serve as counsel to Seller or any director, the Transferred Entities and/or their respective Affiliates that relate manager, member, partner, owner, officer, employee, or Affiliate thereof in connection with any way claim, dispute, or other matter, including any matter relating to this Agreement or the transactions contemplated by this Agreement, such as matters contemplated by Section 1.02 or Section 4.08 hereof. Having been advised to consult with separate counsel and having had the opportunity to do so, the Company and its Affiliates, and each of the parties hereto, hereby waive any conflict of interest that might arise therefrom or in connection with any of these engagements of Seller Counsel. All privileged or confidential communications between Seller Counsel and Seller, the Company and/or any of their Affiliates relating to the negotiation, documentation and consummation of this Agreement (collectively, and the “Privileged Communications”), the transactions contemplated hereby shall be deemed to be attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs confidences that belong solely to Seller and its Affiliates (and not to the Company and its Subsidiaries), as shall all privileged or confidential communications regarding any matter between Seller Parent Counsel and may be controlled by anyone other than the Company and its Subsidiaries. Accordingly, the Company and its Subsidiaries shall have no access to the files of Seller Counsel, or to any privileged or confidential communications with Seller Counsel, relating to the negotiation, documentation and consummation of the transactions contemplated hereby, whether or not the Closing shall have occurred. Further, the Company and its Subsidiaries shall have no access to the files of Seller Parent and will not pass to or be claimed by Purchaser Counsel for any other matter except for a matter in which the Company or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Subsidiaries was Seller and Seller ParentCounsel’s client, and from they shall have no access to privileged or confidential communications between Seller Counsel and after anyone other than the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Company or any of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentSubsidiaries.

Legal Representation. Purchaser further 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 Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP may serve as counsel to each and any Shareholder and its affiliates (individually and collectively, and including the Shareholders’ Representative, the “Shareholder 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 Closing, Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP (or any successor) may serve as counsel to each and any member of the Shareholder Group or any director, partner, officer, employee or affiliate of any member of the Shareholder 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 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 agrees that, as to all communications between and among all counsel for Seller, Seller ParentXxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, the Transferred Entities and/or Company and its Subsidiaries, the Shareholders and their respective Affiliates (including Milbank LLP), affiliates and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates Shareholders’ Representative that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)Agreement, the attorney-client privilege and the expectation of client confidence with respect belongs to the Privileged Communications belongs to Seller Shareholders and Seller Parent their respective affiliates and/or the Shareholders’ Representative, as applicable, and may be controlled by Seller the Shareholders and Seller Parent their respective affiliates and/or the Shareholders’ Representative and will shall not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Company or in connection with this Agreementits Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent or any of the Company or its Affiliates Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates the Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP to such third party; provided, provided however, that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) Company may not have access to such confidential communications or waive such privilege without the prior written consent of Seller the Shareholders’ Representative. This Section 11.16 is for the benefit of the Shareholder Group and Seller Parentsuch Persons are intended third-party beneficiaries of this Section 11.16.

Legal Representation. Purchaser further Each of the Parties hereby, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, recognizes that Xxxxxxxx & Xxxxx LLP (“Counsel”) has served and may serve as counsel to some or all of the Company, on the one hand, and Company Parent and its Affiliates (individually and collectively, the “Company Parent Group”), on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, and agrees that, following consummation of the transactions contemplated hereby, Counsel (or any of its successors) may serve as counsel to all communications between and among all counsel for Sellerany member of the Company Parent Group or any director, Seller Parentmanager, member, partner, officer, employee or Affiliate of any member of the Transferred Entities and/or their respective Affiliates (including Milbank LLP)Company Parent Group, and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in connection with any way Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The Parties agree to take the steps necessary to ensure that any privilege attaching as a result of Counsel representing the Company or any of its Subsidiaries or Company Parent or any of its Affiliates in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that with respect to any Privileged Communications such privilege from and after the Closing shall be controlled by Company Parent. As to any privileged attorney-client communications prior to the Closing between (x) Counsel and the Company or Counsel and any of the Company’s Subsidiaries or (y) Counsel and Company Owner or its Affiliates, in each case in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), AAC, the attorney-client privilege Company and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any each of its Affiliates (includingSubsidiaries, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party may use or rely on any of the Privileged Communications in any Action action against or involving any of Seller, Seller Parent or any of their respective Affiliates the parties after the Closing. The Privileged Communications may be used by SellerIn addition, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to if the Merger and the other transactions contemplated by or in connection with this Agreement. Notwithstanding Agreement are consummated, all Privileged Communications related to such transactions will become the foregoingproperty of (and be controlled by) Company Parent, in and none of AAC, the event that a dispute arises between Purchaser Company or any of its Affiliates and a third party (other than a party to this Agreement Subsidiaries or any of their respective Affiliates) after , Subsidiaries, successors or assigns shall take any action based on any copies of such records or intentionally access them, subject to the Closingfollowing sentence. In the event that the Company is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Privileged Communications, Purchaser the Company shall be entitled to access or obtain a copy of and its Affiliates may assert disclose the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to the extent necessary to comply with any such third party, legal requirement or request; provided that neither Purchaser nor the Company shall promptly notify Company Parent in writing (prior to the disclosure by the Company of any Privileged Communications to the extent practicable) so that Company Parent can seek a protective order, at its Affiliates sole cost and expense (includingit being agreed that in no event shall any of the foregoing Persons be required to commence or pursue any litigation), following and the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentCompany agrees to use commercially reasonable efforts to assist therewith.

Legal Representation. Purchaser further (a) Parent hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLPafter the Closing, the Company Entities), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred “Parent Waiving Parties”), that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, Xxxxxxx Xxxxx LLP, Xxxxxx, Xxxxx & Bockius LLP, O’Melveny & Xxxxx LLP, Xxxxxxxx, Xxxxxx & Finger, PA and Winston & Xxxxxx LLP (collectively, “Seller Counsel”) represent the Company Entities and/or their respective Affiliates that relate in any way to various matters, and also represent the transactions contemplated by or Sellers specifically in connection with this Agreement and the transactions contemplated hereby, and that the Parent Waiving Parties shall not use such representations as a basis for seeking the disqualification of any Seller Counsel in any future matter related to this Agreement or the transactions contemplated hereby where any Seller Counsel proposes to represent the Sellers or any of their respective directors, managers, members, partners, officers, employees or Affiliates, in each case, in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation (or any continued representation) of the Company Entities 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 Sellers acknowledge that the foregoing provision applies whether or not Seller Counsel provides legal services to any Company Entity after the Closing Date. In addition, all communications involving attorney-client confidences between any of the Sellers, any Company Entity or any of their respective Affiliates, on the one hand, and Seller Counsel, on the other hand, relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the sale process related hereto (collectively, the “Engagement”, and such communications, the “Privileged Communications”), the ) shall be deemed to be attorney-client privilege confidences that belong solely to the Sellers (and not any of the Company Entities), and none of Parent, Merger Sub or their respective Affiliates may use or rely on any such Privileged Communications. Each of Parent and Merger Sub, on behalf of itself and, after the Closing, the Surviving Company and the expectation of client confidence with respect Company Entities, agrees not to assert that the privilege has been waived as to the Privileged Communications belongs and materials that may be located in the records or email server (or in the knowledge of the officers and employees) of any of Parent, Merger Sub, the Surviving Company or the Company Entities. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Sellers and each of their respective Affiliates (and not any of the Company Entities) shall be the sole holders of the Privileged Communications, and none of the Company Entities shall be a holder thereof, (ii) to the extent that files of Seller Counsel in respect of the Engagement constitute property of the client, only the Sellers and each of their respective Affiliates (and not any of the Company Entities) shall hold such property rights, and (iii) Seller Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files of Seller Counsel relating to the Engagement to any of the Company Entities by reason of any attorney-client relationship between Seller Counsel and any of the Company Entities or otherwise. Subject to the confidentiality provisions contained herein, each of Parent and may be controlled by Seller Merger Sub hereby consents, on its own behalf and Seller Parent and will not pass to or be claimed by Purchaser or any on behalf 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Company Entities), to the disclosure by Seller Counsel to the Sellers and each of their respective Affiliates of any information learned by Seller Counsel prior to the Closing in the course of its representation of the Sellers, the Company Entities or any Person purporting their respective Affiliates, whether or not such information is subject to act attorney-client privilege, attorney work product protection, or Seller Counsel’s duty of confidentiality. Each of Parent and Merger Sub, 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, itself and its Affiliates (including, following after the Closing, the Transferred Company Entities) together with further covenants and agrees that each of the foregoing shall not assert any claim that the Company Entities may have in their capacities as clients against Seller Counsel in respect of legal services provided to the Company Entities or their respective Affiliates prior to the Closing by Seller Counsel in respect of the Engagement, it being agreed that any such claims belong solely to the Sellers and each of their respective Affiliates, successors or assigns further agree that no such party may use or rely as applicable, and not the Company Entities. (b) The Company hereby agrees on any behalf of the Privileged Communications in any Action against or involving any of Sellerits directors, Seller Parent or any managers, members, partners, officers, employees and Affiliates, and each of their respective Affiliates after successors and assigns (all such parties, the Closing. The Privileged Communications may be used by Seller“Seller Waiving Parties”), Seller that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxxxxx & Bird LLP, Xxxxx & Lardner LLP and/or Potter Xxxxxxxx & Xxxxxxx LLP (collectively, “Buyer Counsel”) represent Parent and/or any of their respective Affiliates in connection with any dispute that relates to various matters (including this Agreement and the transactions contemplated by hereby), and that the Seller Waiving Parties shall not use such representations as a basis for seeking the disqualification of any such counsel in any future matter related to this Agreement or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser transactions contemplated hereby where any such counsel proposes to represent Parent or any of its Affiliates and a third party (other than a party including the Company Entities). The Sellers acknowledge that the foregoing provision applies whether or not Buyer Counsel provides legal services to this Agreement or any of their respective Affiliates) after the Closing, Purchaser Parent and its Affiliates may assert after the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentClosing Date.

Legal Representation. Purchaser further Each of the Parties acknowledges that Norton Xxxx Xxxxxxxxx US LLP (“Norton Xxxx Xxxxxxxxx”) currently serves as counsel to each of (i) the Company, (ii) Blocker and (iii) the Class A Holder, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. There may come a time, including after the Closing, when the interests of the Class A Holder, the Company and Blocker may no longer be aligned or when, for any reason, the Class A Holder, Norton Xxxx Xxxxxxxxx, the Company or Blocker believe that Norton Xxxx Xxxxxxxxx cannot or should no longer represent each of the Class A Holder, the Company and Blocker. The Parties understand and specifically agree that Norton Xxxx Xxxxxxxxx may withdraw from representing the Company and/or Blocker, as the case may be, and continue to represent the Class A Holder, even if the interests of the Class A Holder, and the interests of the Company and/or Blocker, as the case may be, are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated hereby, and even though Norton Xxxx Xxxxxxxxx may have represented the Company or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for the Company, Blocker or any of their respective Affiliates, and Purchaser, the Company and Blocker hereby consent thereto and waive any conflict of interest arising therefrom. Each of the Parties agrees that, as to all communications between and among all counsel for Seller, Seller ParentNorton Xxxx Xxxxxxxxx, the Transferred Entities and/or their respective Affiliates Class A Holder and Holland & Knight LLP, as counsel to Blocker Seller (including Milbank LLP“Holland & Knight”), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way related to the transactions contemplated by or in connection with this Agreement and not involving the Company or any of its Subsidiaries or any of the Blocker Entities, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Sellers’ Representative, on behalf of the Sellers, and shall not pass to or be claimed by the Company, any Acquired Company or any Blocker Entity. As to any communications between Norton Xxxx Xxxxxxxxx, the Company and its Subsidiaries, the Blocker Entities and Holland & Knight prior to the Closing (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the ClosingPurchaser, the Transferred Entities). The Privileged Communications are the property of Seller Company and Seller ParentBlocker, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 assigns, agree that no such party Person may use or rely on any of the Privileged Communications in any Action action or claim against or involving any of Seller, Seller Parent or any of their respective Affiliates the Sellers 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 Notwithstanding anything herein to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoingcontrary, in the event that a dispute arises any communications between Purchaser Holland & Knight and Blocker Seller or any of its Affiliates shall be attorney-client confidences that belong solely to the Blocker Seller. Recognizing that Holland & Knight has acted as legal counsel to Blocker Seller and a third party (other than a party the Blocker Entities prior to this Agreement or any the Closing, and that Holland & Knight intends to act as legal counsel to Blocker Seller and certain of their respective Affiliates) Affiliates after the Closing, Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may assert arise in connection with Holland & Knight’s representing Blocker Seller and/or their Affiliates after the attorney-client privilege Closing as such representation may relate to prevent disclosure Purchaser or the transactions contemplated herein (including in respect of Privileged Communications by counsel to such 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 Parentlitigation).

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller ParentPurchaser, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)Company, and Seller, Seller Parent, acknowledge and agree that the Transferred Entities and/or their respective Affiliates that relate in any way to Law Firm has represented Seller or the transactions contemplated by or Company in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the 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 (collectivelythe “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 “Privileged Communications”)Company, the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 and Representatives (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 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 Attorney-Client Information shall 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. The Privileged Communications may be used ; (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 Seller, any Seller Parent and/or any of their respective Affiliates in connection Group Member with any dispute that relates regard to the transactions contemplated 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 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 in connection with 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 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 a dispute any Related Claim arises after the Closing between any Purchaser or any of its Affiliates Group Member and a third party (Person other than a party to this Agreement or any of their respective Affiliates) after the ClosingSeller Group Member, Parent, Purchaser and its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel confidential communications to such third partyPerson; provided, provided however, that neither such Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may Group Member shall not waive such privilege with respect to such files without the prior written consent of Seller; provided, further, 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 Seller in writing of such requirement (without making disclosure) and shall provide Seller Parentwith such cooperation and assistance as shall be necessary to enable Seller to prevent disclosure by reason of such attorney-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. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller Sellers acknowledge and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Law Firm has represented the Sellers and 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 the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Documents and the consummation of the Transactions, and that relates to the transactions contemplated by or Sellers, their Affiliates and its partners, officers, directors and representatives (the “Seller Group Members”) have a reasonable expectation that the Law Firm will represent them in connection with this Agreement. Notwithstanding any Action involving any Seller Group Member, on the foregoingone hand, in the event that a dispute arises between and Purchaser or any of its Affiliates and a third party representatives (the “Purchaser Group Members”), on the other than a party 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 their respective Affiliates) after 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 and its Affiliates may 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 prevent disclosure of Privileged Communications by counsel confidentiality with respect to such third party, provided Attorney-Client Information solely due to the fact that neither such documentation or information is physically in the possession of Purchaser nor its Affiliates (including, following after the Closing; and (e) consent to the Law Firm’s representation after the Closing of any 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 consent. In the event that any Action arises after the Closing between any Purchaser Group Member and a Person other than a Seller Group Member, the Transferred Entities) may waive 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 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 Seller Parentshall provide the Sellers with such commercially reasonable cooperation and assistance to enable the Sellers to prevent disclosure by reason of such attorney-client privilege, solicitor-client privilege or other rights of confidentiality.

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller Parent(a) Each of Acquiror, the Transferred Entities and/or their respective Sellers and the Company hereby agrees on behalf of itself and its directors, members, partners, officers, employees and Affiliates (including Milbank LLPafter the Closing, the Company and the Company Subsidiaries), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that (i) Xxxxxx & Xxxxxxx LLP or any successor (“Latham”) may represent the Sellers, the Company, the Company Subsidiaries or any of their respective directors, members, partners, officers, employees or Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “BSG 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 Transactions, notwithstanding Xxxxxx’x representation (or any continued representation) of the Group Companies or the BSG Group and (ii) 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. Sellers, Acquiror and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx provides legal services to any Group Companies after the Closing Date. Each of Sellers, Acquiror and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company or any member of the BSG Group and its counsel, including Xxxxxx, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or 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 Acquiror or the Company notwithstanding the Transactions, and instead survive, remain with and are controlled by the BSG Group (the “BSG Privileged Communications”), the attorney-client privilege without any waiver thereof. Sellers, Acquiror and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the BSG Privileged Communications Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company), in any Action Legal Proceeding against or involving any of Sellerthe Parties after the Closing, Seller Parent and Sellers, Acquiror and the Company agree not to assert that any privilege has been waived as to the BSG Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). (b) Each of Acquiror, the Sellers and the Company hereby agrees on behalf of itself and its respective Waiving Parties, that White & Case LLP or any successor (“W&C”) (i) may represent the Acquiror, Sponsor or any of their respective Affiliates after directors, members, partners, officers, employees or affiliates (collectively, the Closing. The Privileged Communications may be used by Seller“Acquiror Group”), Seller Parent and/or any of their respective Affiliates in each case, in connection with any dispute Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representations (or any continued representation) of the Acquiror Group or Waiving Parties and (ii) 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. The Sellers, Acquiror and the Company acknowledge that relates the foregoing provision applies whether or not W&C provides legal services to the transactions contemplated by Acquiror or in connection with this Agreementany Group Companies after the Closing Date. Notwithstanding Each of the foregoingSellers, in Acquiror and the event Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that a dispute arises all communications, written or oral, between Purchaser Acquiror or any of its Affiliates and a third party its counsel, including W&C, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or 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 Acquiror, any Seller or any Group Company notwithstanding the Transactions, and instead survive, remain with and are controlled by the Sponsor (other than a party to this Agreement or the “Acquiror Privileged Communications”), without any waiver thereof. The Sellers, Acquiror and the Company, together with any of their respective Affiliates) , Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Acquiror Privileged Communications, whether located in the records or email server of Acquiror, the Company or otherwise (including in the knowledge of the officers and employees of Acquiror or the Company), in any Legal Proceeding against or involving any of the Parties after the Closing, Purchaser and its Affiliates may the Sellers, Acquiror and the Company agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Acquiror Privileged Communications, whether located in the records or email server of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates Acquiror or the Company or otherwise (including, following including in the Closing, knowledge of the Transferred Entities) may waive such privilege without officers and employees of Acquiror or the prior written consent of Seller and Seller ParentCompany).

Legal Representation. Purchaser further agrees that, Each of the Parties acknowledges that Xxxxxxx Coie LLP (“PC”) currently serves as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or Company, including in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the Transactions. There may come a time, including after consummation of Transactions, when the interests of the Equityholders and the Company may no longer be aligned. The Parties understand and specifically agree that PC may, in connection with the Transactions, represent the Equityholders and the Equityholder Representative, even if the interests of the Equityholders and the interests of the Company or 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 for the Company or any of its Affiliates, and Purchaser, Merger Sub, and the Company hereby consent thereto and waive any conflict of interest arising therefrom. 157437977.10 (aj) Notwithstanding anything to the contrary contained herein, the 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 attorneys, on the other hand, including all communications relating to the negotiation of the Transactions and any alternative transactions (collectively, the “Privileged Protected Communications”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights of confidentiality of the expectation of client confidence Company or the Equityholders (the “Associated Rights”), will, from and after the Closing, rest exclusively with respect to the Privileged Communications belongs to Seller Equityholders and Seller Parent and may be controlled by Seller and Seller Parent the Equityholder Representative and will not pass be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to or be claimed by Purchaser Purchaser, Merger Sub or any of its Affiliates (including, following after the Closing, the Transferred EntitiesSurviving Company) or any successor or assign of any of the foregoing (collectively, the “Purchaser Group”). The Privileged 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 are the property of Seller and Seller ParentAssociated 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 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 none Closing, that the Equityholders (i) will have the right to take possession and control of Purchaser, its Affiliates (including, following all Protected Communications effective as of the Closing, and (ii) if and to the Transferred Entities)extent the Equityholders fail to take such possession and control (which failure will not, alone or in association with any Person purporting to other act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communicationsomission, whether by seeking 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 reasonably necessary in connection with any post-Closing matter, whether or not such matter is known to any member 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 through other means. Purchaserright of confidentiality with respect to any Protected Communication, each member of the Purchaser Group will not, and its Affiliates (including, following will cause 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 other members of the Privileged Communications in any Action against or involving any of SellerPurchaser Group not to, 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege or right of confidentiality without the prior written consent of Seller and Seller Parentthe Equityholder Representative (which consent may be withheld, conditioned or delayed in its sole discretion).

Legal Representation. Purchaser further (a) The Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and the Company Subsidiaries), acknowledges and agrees that, that Xxxx Xxxxx LLP (“Xxxx Xxxxx”) has acted as to all communications between and among all counsel for the Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), Company and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or Company Subsidiaries in connection with this Agreement and the Contemplated Transactions (collectivelythe “Acquisition Engagement”), and in connection with this Agreement and the Contemplated Transactions, Xxxx Xxxxx has not acted as counsel for any other Person, including the Buyer. (b) Only the Seller, the Company and their respective Affiliates shall be considered clients of Xxxx Xxxxx in the Acquisition Engagement. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), acknowledges and agrees that all confidential communications between the Seller, the Company and their respective Affiliates, on the one hand, and Xxxx Xxxxx, on the other hand, that relate exclusively to the negotiation, documentation and consummation of the Acquisition Engagement or any dispute arising under thereunder (“Privileged Communications”), the ) shall be deemed attorney-client privilege privileged, and shall be deemed to belong solely to the Seller and its Affiliates (other than the Company and the expectation of client confidence with respect to Company Subsidiaries), and not the Privileged Communications belongs to Seller Company or the Company Subsidiaries, and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed claimed, held, or used by Purchaser the Buyer or any of its Affiliates upon or after the Closing. Accordingly, the Buyer and its Affiliates shall not have access to any such Privileged Communications, or to the files of Xxxx Xxxxx relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that Privileged Communications in respect of the Acquisition Engagement constitute property of the client, except as otherwise provided herein, only the Seller and its Affiliates shall hold such property rights and (ii) Xxxx Xxxxx shall have no duty whatsoever to reveal or disclose any such Privileged Communications to the Buyer or any of its Affiliates by reason of any attorney-client relationship between Xxxx Xxxxx and the Company, the Company Subsidiaries or otherwise; provided, however, that notwithstanding the foregoing, Xxxx Xxxxx shall not disclose any Privileged Communications to any third parties (other than Representatives, accountants and advisors of the Seller and its Affiliates; provided that such Representatives, accountants and advisors are instructed to maintain the confidence of such Privileged Communications). The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), irrevocably waives any right it may have to discover or obtain any such Privileged Communications. If and to the extent that, at any time subsequent to Closing, the Buyer or any of its Affiliates (including, following including after the Closing, the Transferred Entities). The Company and the Company Subsidiaries) shall have the right to assert or waive any attorney-client privilege with respect to any such Privileged Communications are between the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, Company or its Affiliates (including, following and any Person representing them that occurred at any time prior to the Closing, the Transferred Entities)Buyer, 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, itself and its Affiliates (including, following including after the Closing, the Transferred Entities) together with any of their respective AffiliatesCompany and the Company Subsidiaries), 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 shall be used by Seller, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates entitled 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without only with the prior written consent of the Seller (such consent not to be unreasonably withheld). (c) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), acknowledges and agrees that Xxxx Xxxxx is acting as counsel for the Seller, the Company and their respective Affiliates and that the Seller Parentreasonably anticipates that Xxxx Xxxxx will continue to represent it and/or its Affiliates in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), expressly (i) consents to Xxxx Xxxxx’x representation of the Seller and/or their respective Affiliates in any matter, including any post-Closing matter in which the interests of the Buyer and the Company, on the one hand, and the Seller or its Affiliates, on the other hand, are adverse, including any matter relating to the Contemplated Transactions or any dispute or disagreement relating thereto, and whether or not such matter is one in which Xxxx Xxxxx may have previously advised the Seller, the Company or their respective Affiliates and (ii) consents to the disclosure by Xxxx Xxxxx to the Seller or its Affiliates of any information learned by Xxxx Xxxxx in the course of its representation of the Seller, the Company or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Xxxx Xxxxx’x duty of confidentiality. (d) Upon and after the Closing, the Company and the Company Subsidiaries shall cease to have any attorney-client relationship with Xxxx Xxxxx, unless and to the extent Xxxx Xxxxx is expressly engaged in writing by the Company and/or the Company Subsidiaries to represent the Company or the Company Subsidiaries after the Closing and either (i) such engagement involves no conflict of interest with respect to the Seller and/or any of its Affiliates or (ii) the Seller and/or any of its Affiliates, as applicable, consent in writing to such engagement. Any such representation of the Company by Xxxx Xxxxx after the Closing shall not affect the foregoing provisions hereof. [Signature page follows]

Legal Representation. Purchaser (a) In any dispute or Proceeding arising after the Effective Time under or in connection with this Agreement or any the other agreement contemplated hereby, the parties agree that any of the Stockholders shall have the right, at their election to retain the firm of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) to represent such Stockholder in such matter, and Parent and the Surviving Corporation (on behalf of themselves, their respective Affiliates, directors, officers, employees and representatives and their respective successors and assigns) hereby irrevocably waive and consent to any such representation in any such matter. (b) Each of the parties further agrees that, as to all communications between and among all counsel for SellerXxxxx Xxxxx, Seller Parent, on the Transferred Entities and/or their respective Affiliates (including Milbank LLP)one hand, and Sellerany Stockholder, Seller Parent, on the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)other hand, the attorney-client privilege and privilege, the expectation of client confidence with respect and all other rights to the Privileged Communications belongs any evidentiary privilege belong to Seller such Stockholder, and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser the Surviving Corporation or any of its Affiliates (includingAffiliates, following and, further, all communications between or among Xxxxx Xxxxx or other legal counsel representing the ClosingCompany or its Subsidiaries, on the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parentone hand, and from the Company or its Subsidiaries, any Stockholder, on the other hand, to the extent related to the negotiation, documentation and after consummation of the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), transactions contemplated by this Agreement or any Person purporting dispute arising under this Agreement shall be deemed to act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communications, whether be protected by seeking a waiver of the attorney-client privilege and belong solely to such Stockholder, shall be controlled by such Stockholder and shall not pass to or through be claimed by any of Parent or the Company or the Company’s Subsidiaries (the “Privileged Communications”). (c) If the transactions contemplated by this Agreement and the other means. Purchaseragreements contemplated hereby are consummated: (i) the Surviving Corporation and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records containing or reflecting the Privileged Communications, which shall become the property of (and be controlled by) the Stockholders; and (ii) the Company and Parent hereby acknowledge that it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any of the Privileged Communications, and Parent hereby agrees that it and its Affiliates (includingincluding the Surviving Corporation and its Subsidiaries) shall not review, following use, examine or rely upon, or knowingly access, such Privileged Communications that may remain in the Closingrecords of the Surviving Corporation or its Subsidiaries, and the Transferred Entities) together with any of their respective Affiliates, successors or assigns further parties 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege, attorney work product or other privilege or protection is waived or intended to prevent disclosure be waived by allowing such material to remain in the files of Privileged Communications by counsel to such third party, provided that neither Purchaser nor the Surviving Corporation or its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentSubsidiaries.

Legal Representation. Purchaser further agrees that, Each of the Parties acknowledges that Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Pillsbury”) currently serves as counsel to all communications between both (i) the Company Entities and among all counsel for (ii) Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with the negotiation, preparation, execution and delivery of this Agreement Agreement, the Transaction Documents and the consummation of the Contemplated Transactions. Each of the Parties agrees that all communications and documents (or such portions of such communications and documents as applicable) exchanged in any form or format whatsoever between or among any of Pillsbury, the Company Entities or Seller, or any of their respective Affiliates, that relate to the consideration, negotiation, documentation and consummation of the Agreement, any of the Transaction Documents or the Contemplated Transactions or any alternative transaction at or prior to the Closing (collectively, the “Deal Communications”) shall be deemed to be retained and owned solely by Seller. All Deal Communications that are subject to the attorney-client privilege, the attorney work product doctrine or any other privilege or protection (collectively, the “Privileged Deal Communications”), ) shall remain privileged after the attorney-client Closing and the privilege and the expectation of client confidence with respect relating thereto shall belong solely to the Privileged Communications belongs to Seller and Seller Parent and may Seller, shall be controlled solely by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser Buyer or any of its Affiliates. Xxxxxxxxx shall not have any duty whatsoever to reveal or disclose any Deal Communications, Privileged Deal Communications or files to Buyer or its Affiliates (includingby reason of any attorney-client relationship between Pillsbury and the Company Entities. To the extent that files or other materials maintained by Pillsbury constitute property of its clients, following only Seller shall hold such property rights with respect to any representation prior to the ClosingClosing of the Company Entities, and Pillsbury shall have no duty to reveal or disclose any such files or other materials by reason of any attorney-client relationship between Pillsbury, on the Transferred one hand, and the Company Entities), on the other hand. The Privileged Communications are This Section 10.19 is for the property benefit of Seller and Seller ParentPillsbury, and from and after the Closing none Pillsbury is an express third-party beneficiary of Purchaser, its Affiliates (including, following the Closing, the 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 meansthis Section 10.19. PurchaserThis Section 10.19 shall be irrevocable, and its Affiliates (including, following the Closing, the Transferred Entities) together with any no term 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 this Section 10.19 may be used by Selleramended, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by waived 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege modified without the prior written consent of Seller and Seller ParentPillsbury.

Legal Representation. Purchaser further agrees thatBuyer and the Company acknowledge and agree that the documents and papers in the client files of Xxxxxxx Coie LLP and any other law firm that may have represented the Company or any firms that may have represented the Sellers (all such firms, as to all communications between and among all counsel for Seller, Seller Parentcollectively, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), "Firms") relating to this Agreement and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by this Agreement will, upon the Closing, be owned by Sellers, and will be held by the Firms for the benefit of Sellers. Such documents and papers in the Firms’ client files will not be provided to Buyer or the Company or their Affiliates or their successors or assigns following the Closing. The documents and papers in the Firms’ client files subject to this Section 8.18 will include all notes, memoranda and correspondence between the Firms, Sellers, the Company and its officers, directors and other agents regarding this Agreement and the related transactions, and all attorney work-product in connection with this Agreement (collectivelyand related transactions, but will exclude any documents not related to this Agreement or the “Privileged Communications”)transactions contemplated by this Agreement, including, without limitation, corporate and stock records that customarily are kept in a minute book, which documents will belong to the attorney-client privilege Company. Each of the parties to this Agreement hereby agrees that Xxxxxxx Coie LLP may serve as counsel to Sellers, on the one hand, and the expectation Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of client confidence with respect to this Agreement and the Privileged Communications belongs to Seller consummation of the transactions contemplated hereby, and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, that following the Closing, Xxxxxxx Coie LLP may serve as counsel to any Seller or any director, manager, member, partner, owner, officer, employee or Affiliate thereof in connection with any claim, dispute or other matter arising out of or relating to this Agreement or the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parenttransactions contemplated by this Agreement (including in connection with any matters contemplated by Section 1.02, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred EntitiesSection 1.03 or Section 6.01 hereof), notwithstanding such representation (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 Entitiescontinued representation) 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 the Company or any of their respective Affiliates after Affiliates, and each of the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or parties hereto hereby waives any conflict of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by interest arising therefrom 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Parenttherewith.

Legal Representation. Purchaser further (a) The Acquiror, on behalf of itself and its Affiliates (including after the Closing, the First Step Surviving Corporation and the Surviving Corporation), acknowledges that Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Pillsbury”) acts or has acted as counsel for the Stockholders, the Stockholder Representative and the Company and may continue to represent the Stockholders, the Stockholder Representative or any of their respective Affiliates in future matters related to the negotiation, execution, delivery and performance of this Agreement. Accordingly, the Acquiror, on behalf of itself and its Affiliates (including after the Closing, the First Step Surviving Corporation and the Surviving Corporation) expressly consents to: (i) Pillsbury’s representation of the Stockholders and the Stockholder Representative in any post-Closing matter relating to the Transactions or the Ancillary Agreements or any disagreement or dispute relating thereto in which the interests of the Acquiror and its Affiliates (including the First Step Surviving Corporation and the Surviving Corporation), on the one hand, and the Stockholders, the Stockholder Representative or any of their respective Affiliates, on the other hand, are adverse (a “Specified Matter”), and whether or not such matter is one in which Pillsbury may have previously advised the Stockholders, the Stockholder Representative, the Company or any of their respective Affiliates, and agrees not to claim or assert any conflict of interest in connection therewith and (ii) the disclosure by Pillsbury to the Stockholders, the Stockholder Representative or any of their respective Affiliates, if represented by Pillsbury in a Specified Matter, of any information related to the Transactions or the applicable Ancillary Agreements learned by Pillsbury in the course of its representation of the Stockholders, the Stockholder Representative, the Company or any of their respective Affiliates, whether or not such information is subject to attorney-client privilege or Pillsbury’s duty of confidentiality. (b) The Acquiror, on behalf of itself and its Affiliates (including after the Closing, the First Step Surviving Corporation or the Surviving Corporation, as the case may be), acknowledges and agrees that, as to solely for purposes of any Specified Matter, all confidential communications between and among all counsel for Seller, Seller Parentthe Stockholders, the Transferred Entities and/or Stockholder Representative, the Company and its Subsidiaries and any of their respective Affiliates (including Milbank LLP)their Affiliates, on the one hand, and SellerPillsbury, Seller Parenton the other hand, in the Transferred Entities and/or their respective Affiliates that relate in any way course of and only to the transactions contemplated by or extent relating solely to Pillsbury’s engagement in connection with this Agreement and the Ancillary Agreements and the Transactions (collectively, the “Privileged CommunicationsAcquisition Engagement”), the and any attendant attorney-client privilege privilege, attorney work product protection, and the expectation of client confidence with respect confidentiality applicable thereto, shall be deemed to belong solely to the Privileged Communications belongs Stockholders and the Stockholder Representative, and not to Seller the Company and Seller Parent its Subsidiaries, and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed claimed, held, or used by Purchaser the Acquiror or any of its Affiliates (including, following including after the Closing, the Transferred EntitiesFirst Step Surviving Corporation or the Surviving Corporation, as the case may be). The Privileged Communications are Accordingly, the property of Seller Acquiror and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following including after the Closing, the Transferred Entities)Surviving Corporation) shall not use such communications (or, to the extent including such communications, the files of Pillsbury relating to the Acquisition Engagement) in a Specified Matter, regardless of where such communications may be stored or any Person purporting to act located, and the Acquiror, on behalf of itself and its Affiliates (including after the Closing, the Surviving Corporation) irrevocably waives any right it may have to discover or through Purchaser or such Affiliates will seek to obtain such Privileged Communicationscommunications or other information or documentation relating to the Acquisition Engagement in a Specified Matter, whether except to the extent ordered by seeking a waiver court in connection with any Action between the parties. The Acquiror hereby agrees to waive and not to assert, and to cause each of its Affiliates (including after the Closing, the First Step Surviving Corporation or the Surviving Corporation, as the case may be) to waive and not to assert, solely for purposes of any Specified Matter, any attorney-client privilege or through other means. Purchaser, held by the Company and its Affiliates (includingSubsidiaries, following or any officer, employee, director or manager thereof, with respect to any communication occurring with Pillsbury to the Closingextent relating solely to the Acquisition Engagement, it being 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 intention 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 Parties that relates all such rights 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) after the Closing, Purchaser and its Affiliates may assert the such attorney-client privilege and to prevent disclosure of Privileged Communications control such attorney-client privilege in a Specified Matter shall be retained by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, Stockholders and the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentStockholder Representative.

Legal Representation. Xxxxxxx has been engaged by the Seller to represent the Seller and the Company in connection with the transactions contemplated hereby. The Purchaser (on its behalf and on behalf of its Affiliates (including, after the Closing, the Company)) hereby: (a) agrees that, in the event that a dispute arises after the Closing between the Purchaser and/or any of its Affiliates, on the one hand, and the Seller and/or any of their Affiliates, on the other hand, Skadden may represent the Seller in such dispute even though the interests of the Seller may be directly adverse to the Purchaser, the Company or any of their Affiliates and even though Skadden (i) may have represented the Company in a matter substantially related to such dispute, or (ii) may be handling ongoing matters for the Purchaser or the Company ((i) and (ii), collectively, “Unrelated Matters”); (b) waives any conflict in connection therewith; and (c) agrees that 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 the transactions contemplated hereby. The Purchaser (on its behalf and on behalf of its Affiliates) further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications between and among all counsel for Skadden, the Seller, Seller Parent, the Transferred Entities Company and/or the Company Subsidiaries (including any of their respective Affiliates (including Milbank LLP)directors, and Sellerofficers, Seller Parentmanagers, the Transferred Entities and/or their respective Affiliates employees or agents) that relate in any way to this Agreement, the Ancillary Agreements, the Confidentiality Agreement or the transactions contemplated by hereby or in connection with this Agreement thereby or the negotiation of the same (collectivelybut, for the “Privileged Communications”avoidance of doubt, excluding the Unrelated Matters), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller Altice International S.à x.x (“Xxxxxx International”), and Seller Parent and may shall be controlled by Seller Altice International and Seller Parent and will shall not pass to or be claimed by Purchaser or any of its Affiliates (including, following the ClosingPurchaser, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Company or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any Purchaser (on its behalf and on behalf of their respective Affiliates in connection with any dispute its Affiliates) understands and agrees that relates to 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 in connection with this Agreementotherwise constitute a waiver of any claim of privilege. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser the Purchaser, the Company or any of its their Affiliates and a third party (Person other than a party Party to this Agreement or any of their respective Affiliates) after Agreement, the Closing, Purchaser and its Affiliates Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel Xxxxxxx to such third party, provided that neither Purchaser nor its Affiliates (including, following Person. Skadden shall be a third-party beneficiary for the Closing, the Transferred Entities) may waive such privilege without the prior written consent purposes of Seller and Seller Parentthis Section 11.17.

Legal Representation. Purchaser Buyer, each Seller Party, Seller Representative, and Company understand, acknowledge and agree that: (a) Jxxxxx Xxxxxxx Xxxxxx & Mxxxxxxx LLP (“JMBM”) has represented only the Company in connection with this Agreement, the transactions contemplated hereby; (b) up to and through the Closing Date, JMBM has not represented or provided legal counsel to Buyer on any matter, and has no attorney-client relationship with Buyer; (c) they have been advised by JMBM that under applicable rules of professional conduct (i) a law firm may not represent a client in a matter directly adverse to another client, unless among other things, each client consents to such representation, and (ii) law firms may not represent a client against a former client in the same or a substantially related matter unless the former client consents to such representation; (d) Buyer, on behalf of itself and the Company following the Closing, hereby consents to the representation of any Seller, Makarem and/or the Seller Representative by JMBM in connection with any matters adverse to Buyer arising from or related to this Agreement and the transactions contemplated hereby, and also hereby waives any conflict of interest by JMBM related thereto, provided, however, that JMBM does not use any attorney-client privileged information of the Company that JMBM receives from the Company after the Closing Date; (e) Buyer will not assert, nor will Buyer cause the Company to assert, that the possession by JMBM of any confidential information obtained in the course of JMBM’s pre-Closing representation of the Company as a basis for seeking to disqualify JMBM from representing any Seller, Makarem or the Seller Representative against Buyer in a matter arising from or related to this Agreement or the transactions contemplated hereby; (f) JMBM may rely on this Section 9.17 for purposes of demonstrating that it has given written notice to, and has received written consent from, Buyer and the Company to JMBM’s, representation of any Seller, Makarem or the Seller Representative as described above; (g) Buyer further agrees that, as to all communications between JMBM, on the one hand, and among all counsel for any of the Company, any Seller, Makarem and/or the Seller ParentRepresentative, on the Transferred Entities and/or their respective Affiliates (including Milbank LLP)other hand, and Sellerprior to the Closing Date to the extent related to this Agreement, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by hereby or in connection negotiations with this Agreement any third parties regarding a sale of the Company that constitute attorney-client privilege under Applicable Law (collectively, the “Seller Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the such Seller Privileged Communications belongs to the Seller Representative (as opposed to Buyer and Seller Parent the Company), and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser Buyer or the Company. The parties hereto agree that, as to all other pre-Closing communications among JMBM, the Company, any of the Seller Parties or the Seller Representative including those that relate solely to the usual and ongoing business of the Company and do not directly reference or directly involve this Agreement (or the Transactions), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belonging to the Company shall continue to be controlled by Buyer after the Closing Date and shall not pass to or be claimed by any of the Seller Parties, the Seller Representative or any of its Affiliates the Company’s pre-Closing officers or employees; (includingh) any post-Closing communications among the Parties hereunder required or permitted pursuant to this Agreement shall not constitute a voluntary disclosure of any attorney-client privileged matter, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 expectation of any client confidence or a waiver of any other rights to any evidentiary privilege that belong to the Company, in each case relating to any ongoing or reasonably foreseeable dispute with any third party. Any and all such communications and disclosure of communications and information shall be made under the protection of a “common interest” or “joint defense” agreement that includes, among other provisions, a non-waiver agreement regarding 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 ongoing or reasonably foreseeable dispute that relates with any third party, including any Governmental Authority; (i) upon the Closing, none of Buyer, the Company, nor any of their representatives shall have any right to the transactions contemplated by or in connection with this Agreementaccess any Seller Privileged Communications. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates the Company and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates the Company may (i) assert the any attorney-client privilege that exists between JMBM and the Company to prevent disclosure of Privileged Communications confidential communication by counsel JMBM to such third party, provided that neither Purchaser nor its Affiliates party or (including, following the Closing, the Transferred Entitiesii) may waive such privilege; provided, however, that the Company has given the Seller Representative at least five (5) Business Days’ notice of its intent to waive this privilege, so that the Seller Representative has an opportunity to assert such privilege without the prior written consent of if Seller and Seller ParentRepresentative so chooses.

Legal Representation. Purchaser (a) Each of the parties hereby agrees, on its own behalf and on behalf of its directors, shareholders, officers, employees and Affiliates, that following consummation of the transactions contemplated hereby, Akerman LLP (or any successor) may serve as counsel to the Parent Representative, Parent, or any director, stockholder, officer, employee or Affiliate of the Parent in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and each of the parties consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. The parties further agrees agree that, as to all communications between and among all counsel for Seller, Seller ParentAkerman LLP, the Transferred Entities Parent Representative and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate Parent in any way to connection with the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)Agreement, the attorney-client privilege and the expectation of client confidence with respect (and the right to waive or assert such privilege) belongs to the Privileged Communications belongs to Seller and Seller Parent Representative and may be controlled by Seller the Parent Representative and Seller Parent and will shall not pass to or be claimed by Purchaser Parent or the Surviving Entity or any of Parent’s Subsidiaries. The parties agree that Akerman LLP shall not, without the consent of the Parent Representative, be required to disclose to any Person, any advice given in connection with this Agreement and the transactions contemplated hereby. (b) Each of the parties hereby agrees, on its Affiliates own behalf and on behalf of its directors, shareholders, officers, employees and Affiliates, that following consummation of the transactions contemplated hereby, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. (including, following or any successor) may serve as counsel to the ClosingCompany Representative, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities)Company Stockholders, or any Person purporting to act on behalf Company officers, directors, members, agents or representatives in connection with any litigation, claim or obligation arising out of or through Purchaser relating to this Agreement or the transactions contemplated by this Agreement, and each of the parties consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause its Affiliates will seek to obtain consent to and waive any conflict of interest arising from such Privileged Communicationsrepresentation. The parties further agree that, whether as to all communications among Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., the Company Representative and/or Company in connection with the transactions contemplated by seeking a waiver of this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or through other means. Purchaser, assert such privilege) belongs to the Company Representative and its Affiliates (including, following may be controlled by the Closing, Company Representative and shall not pass to or be claimed by Parent or 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 Surviving Entity or any of their respective Affiliates after the ClosingParent’s Subsidiaries. The Privileged Communications may parties agree that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. shall not, without the consent of the Company Representative, be used by Sellerrequired to disclose to any Person, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or advice given in connection with this Agreement. Notwithstanding Agreement and 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Parenttransactions contemplated hereby.

Legal Representation. Purchaser The parties to this Agreement acknowledge that Xxxxxx & Xxxxxxx, LLP (“Latham”) currently serves as counsel to the Company and may have acted as counsel to the Stockholders and holders of Company Option and their respective Affiliates (collectively, the “Seller Group”), including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Related Agreements and the consummation of the transactions contemplated by this Agreement. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of the Seller Group and the Company may no longer be aligned or when, for any reason, the Seller Group, Xxxxxx or the Company believes that Xxxxxx cannot or should no longer represent both the Seller Group and the Company. The parties understand and specifically agree that Xxxxxx may withdraw from representing the Company and continue to represent the Seller Group and the Stockholder Representative, even if the interests of the Seller Group and the Stockholder Representative and the interests of the Company are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any Related Agreements or the transactions contemplated hereunder or thereunder, and even though Xxxxxx may 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, and Parent and the Company hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications between and among all counsel for Seller, Seller ParentXxxxxx, the Transferred Entities and/or Company Stockholders and holders of Company Options, the Stockholder Representative, the Company and their respective Affiliates (including Milbank LLP), and Seller, Seller ParentAffiliates, the Transferred Entities and/or attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Xxxxxx representing the Company shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to the Seller Group and shall not pass to or be claimed by the Company or the Surviving Company or any of their respective Affiliates Affiliates. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that relate any privilege attaching as a result of Xxxxxx representing the Company shall survive the Closing, remain in effect and be controlled by the Seller Group. As to any way privileged attorney client communications between Xxxxxx and the Company prior to the transactions contemplated by or in connection with this Agreement Closing Date (collectively, the “Privileged Communications”), the attorney-client privilege Parent and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 assigns, agree that no such party Person may use or rely on any of the Privileged Communications in any Action action or claim against or involving any of Seller, Seller Parent or any of their respective Affiliates the parties hereto after the Closing. The Privileged Communications may be used by SellerFor the avoidance of doubt, Seller in no event shall the foregoing prohibit or otherwise limit the right of Parent and/or to obtain and use non-privileged facts, data or other information that is responsive to any of discovery request. In addition, Parent, the Company and their respective Affiliates in connection with and 71 Representatives shall have no right of access to or control over any dispute that relates of Xxxxxx’x records related to the transactions contemplated by or in connection with this AgreementAgreement that are privileged, shall become the property of (and be controlled by) the Seller Group. Notwithstanding the foregoingFurthermore, in the event that of a dispute arises between Purchaser the Seller Group and the Company arising out of or relating to any matter in which Xxxxxx acted for them both, none of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Seller Group any information or documents developed or shared during the course of Xxxxxx’x joint representation of the Seller Group and the Company relating to this Agreement, any Related Agreements or the transactions contemplated hereby and thereby. For the avoidance of doubt, nothing in this Section 13.12 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of Privileged Communications by counsel any client communications to such 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.. 72

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or Company and Ardent Leisure 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 & Mxxxxx LLP (or any successor, “Weil”) may represent the Company or any of their respective directors, members, partners, officers, employees or Affiliates (including Milbank LLPcollectively, the “Client Group”), in each case, in connection with any Action or obligation arising out of or relating to this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, notwithstanding its representation (or any continued representation) of the Company and/or any of its Subsidiaries or other Waiving Parties, and Seller, Seller each of Parent, the Transferred Entities and/or their respective Affiliates Company and Ardent Leisure on behalf of itself and the 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, the Company and Ardent Leisure acknowledge that relate the foregoing provision applies whether or not Weil provides legal services to the Company or any of its Subsidiaries after the Closing Date. Each of Parent, the Company and Ardent Leisure, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or its Subsidiaries, made in connection with the negotiation, preparation, execution, delivery and performance under, or any way to dispute or Action 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 that do not pass to the Company notwithstanding the sale of the Company Stock, and instead survive, remain with and are controlled by or in connection with this Agreement the Company Stockholders (collectively, the “Privileged Communications”), the attorney-client privilege without any waiver thereof. Parent and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether located in the records or email server of the Client Group or otherwise (including in the knowledge of the officers and employees of the Client Group), 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) parties after the Closing, Purchaser and its Affiliates may Parent and the Client Group agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Privileged Communications, whether located in the records or email server of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates the Client Group or otherwise (including, following including in the Closing, knowledge of the Transferred Entities) may waive such privilege without officers and employees of the prior written consent of Seller and Seller ParentClient Group).

Legal Representation. Purchaser further agrees (a) This Agreement expresses the mutual intent of the Parties hereto and each Party has participated equally in its preparation. Accordingly, the rule on construction against the drafting party shall have no application to this Agreement. Each of the Parties hereby agrees, on its own behalf and on behalf of its Affiliates, that Xxxxxxx & Xxxxxxxxxx LLP (“H&C”), may serve as counsel to any of the Company, the Sellers, the Sellers’ Representative, the Company’s board of directors, (individually and collectively, the “Seller Group”), in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby, and that, following consummation of the Transactions contemplated hereby, H&C (or any successor) may serve as counsel to all communications between and among all counsel for Sellerthe Sellers or the Sellers’ Representative in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions contemplated by this Agreement notwithstanding the current representation of the Seller ParentGroup. In connection with any representation of the Sellers or the Sellers’ Representative described in the prior sentence, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)Buyer hereby irrevocably waives and agrees not to assert, and Seller, Seller Parent, agrees to cause the Transferred Entities and/or their respective Affiliates that relate in Company to irrevocably waive and not to assert any way to the transactions contemplated by conflict of interest arising from or in connection with this Agreement H&C’s representation of the Seller Group prior to the Closing. As to any privileged attorney-client communications between H&C and the Company and any member of the Seller Group prior to the Closing (collectively, the “Privileged Communications”), the attorney-client privilege Buyer and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 its respective Affiliates, successors or assigns further agree that no such party may use or rely on any of the Privileged Communications in any Action action against or involving any of Seller, Seller Parent or any of their respective Affiliates the Parties after the Closing. (b) The Buyer further agrees, on behalf of itself and, after the Closing, on behalf of the Company, that all privileged communications in any form or format whatsoever between or among H&C, on the one hand, and any member of the Seller Group, on the other hand, that relate in any way to the negotiation, documentation and consummation of the Transactions contemplated by this Agreement or any alternative transactions to the Transactions contemplated by this Agreement presented to or considered by any member of the Seller Group, (collectively, the “Privileged Deal Communications”) shall remain privileged after the Closing, and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to Sellers, shall be controlled by Sellers and shall not pass to or be claimed by the Buyer or the Company, except as set forth below. The Buyer agrees that it will not, and that it will cause the Company not to, (i) access or use the Privileged Communications may be used by SellerDeal Communications, Seller Parent and/or any of their respective Affiliates in connection with any dispute (ii) seek to have Sellers waive the attorney client privilege, or otherwise assert that relates the Buyer or the Company has the right to waive the attorney client privilege applicable to the transactions contemplated by Privileged Deal Communications, or in connection with this Agreement. (iii) seek to obtain the Privileged Deal Communications from the Sellers or H&C. (c) Notwithstanding the foregoing, in the event that a dispute arises between Purchaser the Buyer or any of its Affiliates the Company, on the one hand, and a third party (other than a party to this Agreement the Sellers, on the other hand, then the Buyer or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates Company may assert the attorney-attorney client privilege to prevent the disclosure of the Privileged Deal Communications by counsel to such 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. Purchaser (a) In any dispute or proceeding arising after the Closing under or in connection with this Agreement or any other agreement contemplated hereby, the parties agree that Seller Parent shall have the right, at its election, to retain the firm of Sidley Austin LLP (“Sidley”) to represent it and its Affiliates in such matter, and Buyer (on behalf of themselves, their respective Affiliates, directors, officers, employees and representatives and their respective successors and assigns) hereby agrees, and agrees to cause the Business Subsidiaries to agree, to irrevocably waive and consent to any such representation in any such matter. Buyer further consents and agrees to, and agrees to cause the Business Subsidiaries to consent and agree to, the communication by Sidley to Seller Parent in connection with any such representation of any fact known to Sidley arising by reason of Sidley’s representation of the Business Subsidiaries. (b) Each of the parties further agrees that, as to all communications between and among all counsel for SellerSidley, Seller Parent, on the Transferred Entities and/or their respective Affiliates (including Milbank LLP)one hand, and SellerSeller Parent and/or the Business Subsidiaries, Seller Parenton the other hand, in the Transferred Entities and/or their respective Affiliates that relate in any way to course of the negotiation, documentation and consummation of the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)or any other agreement contemplated hereby, the attorney-client privilege and privilege, attorney work product protection, the expectation of client confidence with respect and all other rights to the any evidentiary privilege or protection (“Privileged Communications belongs Information”) belong to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser the Business Subsidiaries or any of its their Affiliates (including, following the Closing. (c) If the transactions contemplated by this Agreement and the other agreements contemplated hereby are consummated: (i) the Business Subsidiaries shall have no right of access to or control over any of Sidley’s records related to the Privileged Information, the Transferred Entities). The Privileged Communications are which shall become the property of (and be controlled by) Seller Parent; and (ii) because it would be impracticable to remove from the records (including emails and other electronic files) of the Business Subsidiaries or included in the Purchased Assets any Privileged Information, the parties agree that no attorney-client privilege, attorney work product or other applicable evidentiary privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Business Subsidiaries or in the Purchased Assets. (d) Furthermore, in the event of a dispute between Seller Parent, on the one hand, and from the Business Subsidiaries, on the other hand, arising out of or relating to any matter in connection with the negotiation, documentation and after consummation of the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), transactions contemplated by this Agreement or any Person purporting to act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communicationsother agreement contemplated hereby, whether by seeking a waiver none of the attorney-client privilege, attorney work product protection, the expectation of client confidence or any other rights to any evidentiary 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, protection will protect from disclosure to Seller Parent any information or any of their respective Affiliates after the Closing. The documents which constitute 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 AgreementInformation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates Buyer and the Business Subsidiaries, on the one hand, and a third party Person (other than a party to this Agreement or any of their respective Affiliates) after Seller Parent), on the Closingother hand, Purchaser Buyer and its Affiliates the Business Subsidiaries may assert the attorney-client any applicable privilege or protection to prevent the disclosure of Privileged Communications by counsel Information to such third partyPerson; provided, provided however, that neither Purchaser Buyer nor its Affiliates (including, following the Closing, the Transferred Entities) Business Subsidiaries may waive such privilege or protection without the prior written consent of Seller Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer agrees not to disclose, and to cause each of its subsidiaries not to disclose, any Privileged Information that it may possess to any Person following the Closing, unless compelled to disclose by a Requirement of Law. In the event that Buyer or any of the Business Subsidiaries is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of such Privileged Information, Buyer shall promptly notify Seller Parent in writing (including by making specific reference to this Section) so that Seller Parent can seek a protective order and Buyer agrees to use all commercially reasonable efforts to assist therewith. To the extent that files or other materials relating to Privileged Information maintained by Sidley constitute property of its clients, only Seller Parent shall hold such property rights and Sidley shall have no duty to reveal or disclose any such files or other materials or any Privileged Information by reason of any attorney-client relationship between Sidley, on the one hand, and Seller ParentParent and the Business Subsidiaries, on the other hand. Unless legally required by government order or otherwise, or except as necessary in connection with a claim by a third Person (in each case subject to Buyers’ obligations as set forth herein), Buyer agrees that it will not, and that it will cause the Business Subsidiaries not to, seek to obtain such Privileged Information from Sidley.

Legal Representation. Purchaser further (a) Parent and the Company (and the Surviving Corporation after the Closing) hereby agree, on their own behalf and on behalf of their directors, managers, members, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Skadden (or any successor) may represent (i) any or all of the Holders or any director, manager, member, partner, officer, employee or Affiliate of such Holders or (ii) the Equityholders’ Representative, in each case in connection with any actions, suits, proceedings, claims, demands, disputes, cross claims, counterclaims or causes of action (whether in contract or tort or otherwise) arising out of or relating to this Agreement, the Related Documents or the Transactions notwithstanding its representation (or any continued representation) of the Company (and the Surviving Corporation after the Closing) and/or any of its Affiliates, and each of Parent and the Company (and the Surviving Corporation after the Closing) on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Skadden provides legal services to the Surviving Corporation or any of its Subsidiaries after the Closing Date. (b) Each of Parent and the Company (and the Surviving Corporation after the Closing), for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that, as to that (i) all communications between the Company and among all counsel for Sellerthe Holders and/or the Equityholders’ Representative and their counsel, Seller Parentincluding Skadden, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or 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 Agreement, any Related Documents or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Transactions, and instead remain with and are controlled by the Equityholders’ Representative (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and (ii) no Person may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingaccess, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Communications, whether located in the records or email server of the Company, the Surviving Corporation or their Subsidiaries, or otherwise, in any Action action, suit, proceeding, claim, demand, dispute, cross claim, counterclaim or causes of action (whether in contract or tort or otherwise) against or involving any of Seller, Seller Parent or any of their respective Affiliates the parties hereto after the Closing. The Closing and (iii) they will not to assert that the privilege has been waived as to the Privileged Communications Communication that 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, located in the event that a dispute arises between Purchaser records or any email server of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the ClosingCompany, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentSurviving Corporation or their Subsidiaries.

Legal Representation. Purchaser further (a) Each Party acknowledges that (i) each of Owners and Acquired Companies has retained Katten to act as its counsel in connection with the Transaction Matters as well as other past and ongoing matters, (ii) Katten have not acted as counsel for any other Person in connection with the Transaction Matters, and (iii) no Person other than Owners and the Acquired Companies has the status of a Katten client for conflict of interest or any other purpose as a result thereof. Buyer (1) waives and will not assert, and will cause each of its Affiliates (including, after each Closing, the applicable Acquired Companies) to waive and not assert, any conflict of interest relating to Katten’s representation after the Closings of Owners or any of its Affiliates in any matter, whether involving the Transaction Matters (including any Proceeding) or otherwise and (2) Consents to, and will cause each of its Affiliates (including, after each Closing, the applicable Acquired Companies) to Consent to, any such representation, even though in each case (x) the interests of Owners and/or its Affiliates may be directly adverse to Buyer or the Acquired Companies, (y) Katten may have represented any Acquired Company in a substantially related matter, and/or (z) Katten a may be handling other ongoing matters for Buyer or any of the Acquired Companies. (b) Buyer agrees that, as to all communications between and among all counsel for Sellerafter each Closing, Seller Parentneither Buyer nor any of its Affiliates (including, after each Closing, the Transferred Entities and/or their respective applicable Acquired Companies) will have any right to access or control any of Katten’s records, work product, summaries, drafts or analyses in any medium (including electronic copies) relating to or affecting any Transaction Matter, which shall be the property of (and be controlled by) Owners. In addition, Buyer agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Companies. Accordingly, (i) Buyer will not, and will cause each of its Affiliates (including Milbank LLPincluding, after each Closing, the applicable Acquired Companies) not to, in any way, directly or indirectly, use or rely on any Attorney-Client Communication remaining in the records of any Acquired Company after each Closing, and (ii) Buyer will, and will cause each of its Affiliates (including, after each Closing, the applicable Acquired Companies) to, maintain the confidentiality of all such Attorney-Client Communication remaining in the records of any applicable Acquired Company after each Closing. (c) Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after each Closing, the applicable Acquired Companies), that from and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement after each Closing (collectively, the “Privileged Communications”), i) the attorney-client privilege privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications are hereby assigned to and shall belong to Owners and will not pass to or be claimed by Buyer or any of its Affiliates (including, after each Closing, the applicable Acquired Companies) and (ii) Owners will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent such Attorney-Client Communications. Accordingly, Buyer will not, and will not pass to or be claimed by Purchaser or any cause each of its Affiliates (including, following the after each Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parentapplicable Acquired Companies) not to, and from and after the Closing none of Purchaser(1) assert any attorney-client privilege, its Affiliates (including, following the Closing, the Transferred Entities)other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person purporting that is not a member of Owners or any of its Affiliates; or (2) take any action which would cause any Attorney-Client Communication to act on behalf of cease being a confidential communication or through Purchaser or such Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver of otherwise lose protection under the attorney-client privilege or through any other meansevidentiary privilege, including waiving such protection in any dispute with a Person that is not a member of Owners or any of their respective Affiliates. PurchaserFurthermore, Buyer agrees, on its own behalf and on behalf of each of its Affiliates (including, following the after each Closing, the Transferred Entities) together with applicable Acquired Companies), that in the event of a dispute between any Owners or any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on the one hand, and any of the Privileged Communications Acquired Companies, on the other hand, arising out of or relating to any matter in which Katten represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any Action against or involving right to any of Seller, Seller Parent other evidentiary privilege will protect from disclosure to any Owners or any of their respective Affiliates after any information or documents developed or shared during the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any course 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentKatten’s joint representation.

Legal Representation. Purchaser further Parent hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLPafter the Closing, the Company), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that Xxxxxx & Xxxxxxx LLP (or any successor) may represent the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates that relate (other than the Company) (collectively, the “Platinum Group”), in any way to the transactions contemplated by or each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representation (collectivelyor any continued representation) of the Group Companies or other Waiving Parties, and each of Parent 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, 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 Xxxxxx & Xxxxxxx LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company or any member of the Platinum Group and its counsel, including Xxxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or 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 Mergers, and instead survive, remain with and are controlled by the Platinum Group (the “Privileged Communications”), the attorney-client privilege without any waiver thereof. Parent and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether 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 Action Legal Proceeding 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) Parties after the Closing, Purchaser and its Affiliates may Parent and the Company agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Privileged Communications, whether located in the records or email server of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates the Company or otherwise (including, following including in the Closing, knowledge of the Transferred Entities) may waive such privilege without officers and employees of the prior written consent of Seller and Seller ParentCompany).

Legal Representation. Purchaser further agrees thatand the Company hereby agree, as to on their own behalf and on behalf of their directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all communications between and among all counsel for Seller, Seller Parentsuch parties, the Transferred Entities and/or their respective Affiliates (including Milbank LLP“Waiving Parties”), and Sellerthat Weil, Gotshal & Xxxxxx LLP (or any successor) may represent (a) any or all of the Securityholders (the “Seller ParentGroup”) or any director, member, partner, officer, employee or Affiliate of the Transferred Entities and/or their respective Affiliates that relate Seller Group, or (b) the Representative, in each case in connection with any way dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Article 7, any agreements contemplated by this Agreement or the transactions contemplated by hereby or in connection with this Agreement thereby (collectivelyany such representation, the “Privileged CommunicationsPost-Closing Representation”)) notwithstanding its representation (or any continued representation) of the Company and/or any of its Subsidiaries, the attorney-client privilege and each of Purchaser and the expectation Company on behalf of client confidence with respect to itself and the Privileged Communications belongs to Seller Waiving Parties hereby consents thereto and Seller Parent and may be controlled by Seller and Seller Parent irrevocably waives (and will not pass assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser and the Company acknowledge that the foregoing provision applies whether or not Weil, Gotshal & Xxxxxx LLP provides legal services to or be claimed by Purchaser the Company or any of its Affiliates (includingSubsidiaries after the Closing Date. Each of Purchaser and the Company, following 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 Weil, Gotshal & Xxxxxx LLP, made in connection with the Transferred Entities). The Privileged Communications negotiation, preparation, execution, delivery and performance under 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 property of Seller Group and Seller Parent, such counsel and from and after the Closing none of Closing, neither Purchaser, its Affiliates (includingthe Company, following the Closing, the Transferred Entities), or nor any Person purporting to act on behalf of or through Purchaser or such Affiliates the Company or any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver each of Purchaser and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege or through other means. Purchaserwith respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company, 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 Subsidiaries or any of their respective Affiliates after Person in the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates Group occurring prior to the Closing 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) after the Closing, Purchaser and its Affiliates may assert the attorneyPost-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentClosing Representation.

Legal Representation. Purchaser further agrees The Parties agree that, as notwithstanding the fact that Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP may have, prior to all communications between and among all counsel for SellerClosing, Seller Parentjointly represented Kernel, ParentCo, Kernel Merger Sub, AIRO Merger Sub, ParentCo Representative and/or the Sponsor in connection with this Agreement, the Transferred Entities Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented Kernel and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP will be permitted in the future, after Closing, to represent the Sponsor, ParentCo Representative or their respective Affiliates (in connection with matters in which such Persons are adverse to ParentCo or any of its Affiliates, including Milbank LLP)any disputes arising out of, or related to, this Agreement. The Company and Sellerthe Seller Representative, Seller Parent, who are or have the Transferred Entities and/or their respective Affiliates that relate right to be represented by independent counsel in any way to 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 Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP’s future representation of one or more of the Sponsor, ParentCo Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of ParentCo, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement (collectivelyor that are substantially related to this Agreement or to any prior representation by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP of Kernel, ParentCo, Kernel Merger Sub, AIRO Merger Sub, any Sponsor, ParentCo Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the “Privileged Communications”), purposes of the attorney-client privilege, the Sponsor and ParentCo Representative shall be deemed the clients of 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 with respect relating thereto shall belong solely to the Privileged Communications belongs to Seller Sponsor and Seller Parent and may ParentCo Representative, shall be controlled by Seller the Sponsor and Seller Parent ParentCo Representative and will 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 ParentCo or any of its Affiliates (including, following as applicable, after the ClosingFirst Effective Time or the Second Effective Time, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Surviving Corporation and its Affiliates (including, following the Closing, the Transferred EntitiesAffiliates) together with of any of their respective Affiliates, successors applicable privileges or assigns further agree protections that no such party may use can 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege asserted to prevent disclosure of Privileged Communications by counsel any such communications to such 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. Purchaser Each of the parties to this Agreement acknowledges that Dechert currently serves as counsel to both (i) the Purchased Companies on the one hand and/or (ii) the Seller and its Affiliates on the other hand, including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated by this Agreement. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of the Seller and its Affiliates on the one hand, and the Purchased Companies on the other hand may no longer be aligned or when, for any reason, the Seller, Dechert, or the Purchased Companies believes that Dechert cannot or should no longer represent both the Seller and its Affiliates on the one hand, and the Purchased Companies on the other hand. The parties understand and specifically agree that Dechert may withdraw from, or the Purchased Companies may cause Dechert to withdraw from, representing the Purchased Companies and continue to represent the Seller and its Affiliates, even if the interests of the Seller and its Affiliates on the one hand, and the interests of the Purchased Companies on the other hand, are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and even though Dechert may have represented the Purchased Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Purchased Companies or any of its Affiliates, and the Buyer (on behalf of itself and, after the Closing, the Purchased Companies) hereby consents thereto and waives any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate relating in any way to this Agreement, the sale of the Transferred Securities, the evaluation of a potential sale of the Transferred Securities or all or substantially all of the assets of any of the Purchased Companies or any alternative transaction involving the Transferred Securities or the Purchased Companies or any of the transactions contemplated by hereby among Dechert, on the one hand, and any of the Purchased Companies, the Seller or in connection with this Agreement any of its Affiliates, on the other hand (collectively, the “Privileged Communications”), the attorney-client privilege and privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Dechert representing the Purchased Companies shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, with respect regard to the Privileged Communications belongs shall belong to the Seller and Seller Parent its Affiliates and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser the Purchased Companies or any of its Affiliates (includingAffiliates. In furtherance of the foregoing, following each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching to the Privileged Communications as a result of Dechert representing the Purchased Companies shall survive the Closing, remain in effect and be controlled by the Transferred Entities)Seller. The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or As to 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 the Buyer and each of the attorney-client privilege or through other means. PurchaserPurchased Companies, and its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective Affiliates, successors or assigns further assigns, agree that no such party Person may access, use or rely on any of the Privileged Communications in any Action action or claim against or involving any of Seller, Seller Parent or any of their respective Affiliates the parties hereto after the Closing. The Privileged Communications may be used In addition, if the transactions contemplated by Sellerthis Agreement are consummated, Seller Parent and/or the Purchased Companies shall have no right of access to or control over any of their respective Affiliates in connection with any dispute that relates Dechert’s records related to the transactions contemplated by or in connection with this Agreement, which shall become the property of (and be controlled by) the Seller. Notwithstanding the foregoingFurthermore, in the event that of a dispute arises between Purchaser or any of the Seller and/or its Affiliates on the one hand, and a third party (the Purchased Companies on the other than a party hand, arising out of or relating to the transactions contemplated by this Agreement or any Agreement, none of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor the Seller and/or its Affiliates (including, following any information or documents developed or shared during the Closing, course of Dechert’s joint representation of the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parentits Affiliates on the one hand, and the Purchased Companies on the other hand, with regard to the transactions contemplated by this Agreement.

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller ParentFollowing consummation of the transactions contemplated hereby, the Transferred Entities and/or their respective Affiliates Company’s and its Subsidiaries’ current and former legal counsel (including Milbank LLPXxxxxxxx & Xxxxx LLP (“K&E”)) may serve as counsel to each and any of Seller and its Non-Recourse Parties, 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 or any continued representation of any other Person (including Seller and its Affiliates), and Sellereach of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of Seller and its Non-Recourse Parties shall be solely that of K&E. Any attorney-client privilege, Seller Parent, work product protection or expectation of confidentiality arising out of or as a result of K&E’s representing of the Transferred Entities and/or their respective Affiliates that relate Company or any of its Subsidiaries in any matter relating in any way to Seller, AE Industrial Partners, LP and their respective Affiliates or in connection with the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged CommunicationsPrivileges”)) 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 attorney-client privilege Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (collectively, “Privileged Materials”) shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, Seller. For the avoidance of doubt, as to any Privileged Materials, Parent and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates Company (including, following after the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred EntitiesFinal Surviving Company), 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 assigns, agree that no such party may use or rely on any of the Privileged Communications Materials in any Action action or claim against or involving any of Seller, Seller Parent the parties hereto or any of their respective Non-Recourse Parties after the Closing, and Seller, AE Industrial Partners, LP and their respective Affiliates shall have the right to assert any of the Privileges against the Company (including, after the Closing, the Final Surviving Company) and its Subsidiaries. Parent further agrees that, on its own behalf and on behalf of its Subsidiaries (including, following the Closing, the Final Surviving Company), K&E’s retention by the Final Surviving Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or Final Surviving Company shall cause each of 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 13.14 and take any of their respective Affiliates and all other steps necessary to effect the agreements in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementSection 13.14. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser the Parent or any of its Affiliates the Company and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates the Final Surviving Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel X&X to such third party. In the event the Parent or the Final Surviving Company is legally required or requested by any Governmental Body to access or obtain a copy of all or a portion of the Privileged Materials, the Parent or the Final Surviving Company, as applicable, shall be entitled to access or obtain a copy of and disclose the Privileged Materials to the extent necessary to comply with any such legal requirement or request; provided that neither Purchaser nor its Affiliates the Parent shall promptly notify the Seller in writing (includingprior to the disclosure by the Parent or the Final Surviving Company, following as applicable, of any Privileged Materials to the Closing, extent reasonably practicable) so that the Transferred EntitiesSeller can seek a protective order and the Parent agrees to use commercially reasonable efforts (at the sole cost and expense of the Seller) may waive such privilege without the prior written consent of Seller and Seller Parentto assist therewith.

Legal Representation. Purchaser further Parent and the Company (and the Surviving Corporation after the Effective Time) hereby agree, on their own behalf and on behalf of their directors, members, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) may represent (a) any or all of the 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 Related Documents or the Transactions notwithstanding its prior representation of the Company or any of the Company Subsidiaries with respect to the Agreement, the Related Documents or the Transactions, and each of Parent and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will 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, as to that all communications between the Company and among all counsel 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 Sellerthe purpose of providing or receiving legal advice, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)are attorney-client privileged communications, and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect application to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and such communications will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, Surviving Corporation notwithstanding the Transferred Entities). The Privileged Communications are the property of Seller and Seller ParentTransactions, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or instead 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. Purchaserwill remain with and be controlled by the Seller Representative (the “Privileged Communications”).The Parent and the Surviving Corporation, and its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective Affiliates, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether located in the records or email server of the Company or the Surviving Corporation, or otherwise, in any Action action against or involving any of Seller, Seller Parent or any of their respective Affiliates the parties after the Closing. The ; and the Parent and Surviving Corporation agree not to assert that the attorney-client privilege has been waived as to the Privileged Communications Communication that may be used by Seller, Seller Parent and/or any located in the records or email server of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by Company or in connection with this Agreementthe Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, the Company or any of its Affiliates a Company Subsidiary, on the one hand, and a third party (other than a party to this Agreement the Stockholders, the Seller Representative or any of their respective Affiliates) after Seller Related Party, on the Closingother hand, Purchaser and its Affiliates Parent, the Company or the Company Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications by counsel to such third party; provided, provided however, that neither Purchaser nor its Affiliates (including, following the Closingnone of Parent, the Transferred Entities) Company or the Company Subsidiaries may waive such privilege without the prior written consent of the Seller and Seller ParentRepresentative, such consent not to be unreasonably withheld, conditioned, or delayed.

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller ParentFollowing consummation of the transactions contemplated hereby, the Transferred Entities and/or their respective Affiliates Company and its Subsidiaries' current and former legal counsel (including Milbank K&E LLP)) (each, "Company Counsel") may serve as counsel to each and Sellerany of the Seller and its Non-Recourse Parties, Seller Parentin connection with any litigation, the Transferred Entities and/or their respective Affiliates that relate in any way claim or obligation arising out of or relating to this Agreement or the transactions contemplated by or in connection with this Agreement notwithstanding such representation or any continued representation of any other Person (including the Seller and its direct or indirect equityholders), and each of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of the Seller and its Non-Recourse Parties shall be solely that of any such Company Counsel. Any attorney-client privilege, work product protection or expectation of confidentiality applicable to any communication relating exclusively to the negotiation, documentation or consummation of the transactions contemplated hereby between the Company Counsel's and the Company or any of its Subsidiaries (collectively, the “Privileged Communications”)"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 attorney-client privilege Privileges and the expectation of client confidence with respect all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates the Privileges (includingcollectively, following the Closing"Privileged Materials") shall, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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. Purchaserautomatically be assigned and exclusively belong to, and its Affiliates (including, following the Closingbe controlled by, the Transferred Entities) Seller. For the avoidance of doubt, as to any Privileged Materials, the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns further assigns, agree that no such party may use or rely on any of the Privileged Communications Materials in any Action action or claim against or involving any of Seller, Seller Parent the parties hereto 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 Non-Recourse Parties related to the transactions contemplated hereby after the Closing, and the Seller shall have the right to assert any of the Privileges against the Company and its Subsidiaries. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, any Company Counsel's retention by the Company or in connection with this Agreementany of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Purchaser or any of its Affiliates the Company, on the one hand, and a third party (other than a party to this Agreement Seller, on the other hand, Parent, the Purchaser or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications by counsel Materials to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closingparty and if requested by Parent, the Transferred Entities) Purchaser, and Seller shall assert such privilege; provided, however, that none of Parent, the Purchaser or the Company may waive such privilege without the prior written consent of Seller. In the event that Parent, the Purchaser or the Company is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged Materials, Purchaser shall promptly notify Seller in writing (including by making specific reference to this Section 13.14 so that Seller can seek (at its expense) a protective order and Seller ParentParent and the Purchaser agrees to use all commercially reasonable efforts to assist therewith).

Legal Representation. Purchaser further agrees that(a) The Parties acknowledge and agree, as to all communications between on their own behalf and among all counsel for Seller, Seller Parent, the Transferred Entities and/or on behalf of their respective Affiliates directors, officers, employees, members, partners, representatives and affiliates that the Company and Energy Ventures are clients of DLA Piper LLP (including Milbank LLPUS) and DLA Piper Scotland (collectively, “DLA Piper”), respectively and Sellernot any of the other Sellers. After the Closing, it is possible that DLA Piper will represent one or more Sellers and/or the Seller Parent, the Transferred Entities and/or Representative and their respective Affiliates that relate affiliates (collectively the “Seller Group”) in any way to connection with the transactions contemplated by this Agreement. Each of the Parties hereby agree that DLA Piper (or any successor) may represent all or a portion of the Seller Group in the future in connection with issues that may arise under this Agreement (collectivelyand any issues that are substantially related to this Agreement, including with respect to any matter or dispute adverse to Buyer, the “Privileged Communications”), Acquired Companies or any of their respective affiliates that either are existing on the date hereof or that arise in the future. The Parties consent to the possible representation contemplated in this Section 11.21 and waive any conflict of interest that may arise. Each Party shall cause its respective affiliates to consent to the possible representation contemplated in this Section 11.21 and to waive any conflict of interest that may arise from such representation. The Parties acknowledge that such consent and waiver is voluntary and that such Parties have consulted with counsel or have been advised they should provide such consent. (b) Buyer and the Company waive and agree that neither Buyer nor the Acquired Companies shall have the right to assert the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to any pre-closing or be claimed by Purchaser or any of its Affiliates (including, following the Closingpost-closing communications between DLA Piper, the Transferred Entities)Acquired Companies (including its officers and representatives) and the Sellers or with respect to any pre-closing communication between DLA Piper and the Company. The Privileged Communications are Parties agree that only the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), Representative shall be entitled to assert 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 waive the attorney-client privilege as outlined in this Section 11.21 and that such privilege will not transfer to Buyer 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 Company in connection with any dispute that relates to the transactions contemplated by or this Agreement; provided, however, that the Seller Representative shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of the respective rights or obligations of the Sellers existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Buyer or any of its Affiliates the Acquired Companies and a third party (Person other than a party to this Agreement or any of their respective Affiliates) Seller after the Closing, Purchaser and its Affiliates the Acquired Companies may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel DLA Xxxxx to such 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 ParentPerson.

Legal Representation. Purchaser further (a) Each of the parties to this Agreement acknowledges and agrees thatthat each of Cravath, Swaine & Xxxxx LLP and Squire Xxxxxx Xxxxx (US) LLP (“Existing Counsel”) have acted as to all communications between and among all counsel for Seller, the Seller Parent, the Transferred Entities and/or and may have acted as counsel for their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement and the Transactions (collectively, the “Privileged CommunicationsAcquisition Engagement”). (b) Each of the parties to this Agreement acknowledges and agrees that all confidential communications between a member of the Seller Group or any of their respective Affiliates, on the one hand, and any Existing Counsel or internal counsel of the Seller Group or any of its Affiliates, on the other hand, in the course of the Acquisition Engagement, and any attendant attorney-client privilege privilege, attorney work product protection, and the expectation of client confidence with respect confidentiality applicable thereto, shall be deemed to belong solely to the Privileged Communications belongs to Seller and Seller Parent its Affiliates, and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed claimed, held, or used by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), upon 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 SellerAccordingly, Seller Parent and/or Purchaser shall not have access to any of their respective Affiliates in connection with any dispute that relates such communications, or to the transactions contemplated by files of any Existing Counsel or in connection with this Agreementsuch internal counsel relating to the Acquisition Engagement, whether or not the Closing occurs. Notwithstanding Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that files of any Existing Counsel or such internal counsel in respect of the event that a dispute arises between Acquisition Engagement constitute property of the client, only the Seller and its Affiliates shall hold such property rights, and (ii) Existing Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or any of its Affiliates. If and to the extent that, at any time subsequent to Closing, Purchaser or any of its Affiliates and a third party (other than a party shall have the right to this Agreement assert or waive any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege with respect to prevent disclosure any communication between a member of Privileged Communications by the Seller Group and Existing Counsel or such internal counsel that occurred at any time prior to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may Purchaser, on behalf of itself and its Affiliates shall be entitled to waive such privilege without only with the prior written consent of the Seller. (c) Each of the parties to this Agreement acknowledges and agrees that any Existing Counsel may continue to represent the Seller or any of its Affiliates in future matters. Accordingly, Purchaser, on behalf of itself and its Affiliates expressly: (i) consents to each Existing Counsel’s representation of the Seller and any of its Affiliates in any matter, including any post-Closing matter in which the interests of Purchaser or any of its Affiliates, on the one hand, and the Seller Parentor any of its Affiliates, on the other hand, are adverse, including any matter relating to the Transactions, and whether or not such matter is one in which Existing Counsel may have previously advised the Seller or any of its Affiliates; and (ii) consents to the disclosure by each Existing Counsel to the Seller or any of its Affiliates of any information learned by such Existing Counsel in the course of its representation of the Seller or any of its Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or such Existing Counsel’s duty of confidentiality. (d) Purchaser, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any claim, and that it hereby waives any claim, against any Existing Counsel in respect of legal services provided to or on behalf of the Business by such Existing Counsel in connection with the Acquisition Engagement. (e) Purchaser and its Affiliates that acquire the Transferred Assets shall not have any attorney-client relationship with any Existing Counsel from and after the Closing, unless and to the extent such Existing Counsel is specifically engaged in writing by Purchaser to represent such entity after the Closing. Any such representation by such Existing Counsel after the Closing shall not affect the foregoing provisions hereof. (f) Purchaser and the Seller consent to the arrangements in this Section 11.11 and agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 11.11 and not to take or cause their respective Affiliates to take positions contrary to the intent of this Section 11.11. Purchaser and the Seller further agree that each Existing Counsel is a third-party beneficiary of this Section 11.11.

Legal Representation. Purchaser further The Company hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for Seller, Seller ParentAffiliates and each of their respective successors and assigns (including after the Closing, the Transferred Entities Surviving Company) (all such parties, the “SPAC Counsel Waiving Parties”), that Xxxxxx, Xxxxx & Xxxxxxx LLP (or any successor) and/or their respective Gornitsky & Co. (“SPAC Counsel”) may represent the stockholders or holders of other equity interests of the SPAC Sponsors or any of its directors, members, partners, officers, employees or Affiliates (including Milbank LLP), and Seller, Seller Parent, other than the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement Surviving Company) (collectively, the “SPAC Counsel WP Group”), in each case, solely in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its prior representation of the SPAC Sponsors, SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. The Company, on behalf of itself and the SPAC Counsel Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to SPAC Counsel’s prior representation of the SPAC Sponsors, 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 Sponsors, SPAC, or its Subsidiaries, or any other member of the SPAC Counsel WP Group, on the one hand, and SPAC Counsel, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or 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 Surviving Company notwithstanding the Merger, and instead survive, remain with and are controlled by the SPAC Counsel WP Group (the “SPAC Counsel Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or without any of its Affiliates (including, following the Closing, the Transferred Entities)waiver thereof. The Privileged Communications are the property of Seller and Seller ParentCompany, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 its Affiliates, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the SPAC Counsel Privileged Communications Communications, whether located in the records or email server of the Surviving Company and its Subsidiaries, in any Action Legal Proceeding 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) parties after the Closing, Purchaser and its Affiliates may the Company agrees not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure SPAC Counsel Privileged Communications, by virtue of Privileged Communications by counsel to such 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 ParentMerger.

Legal Representation. Purchaser further agrees Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its Affiliates, that Wachtell, Lipton, Xxxxx & Xxxx; Walkers; Stikeman Elliot LLP and Macfarlanes LLP (collectively, the “Legal Advisors”) may serve as counsel to each and any Equityholder and its Affiliates (individually and collectively, the “Shareholder 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, the Legal Advisors (or any successor) may serve as counsel to the Shareholder Representative, and each and any member of the Shareholder Group or any director, partner, officer, employee or Affiliate of any member of the Shareholder 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 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. In the event of a dispute between Parent, Merger Sub or the Surviving Company or its Subsidiaries and any member of the Shareholder Group (including the Shareholder Representative on behalf of a member of the Shareholder Group), Parent and Merger Sub agree that, as to all communications between prior to Closing among any of the Legal Advisors, on the one hand, and among all counsel for Seller, Seller Parentthe Company and its Subsidiaries, the Transferred Entities and/or Equityholders and their respective Affiliates (including Milbank LLP)Affiliates, and Selleron the other hand, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)such dispute, the attorney-client privilege and the expectation of client confidence with respect belongs to the Privileged Communications belongs to Seller Equityholders and Seller Parent their respective Affiliates, as applicable, and may be controlled by Seller the Equityholders and Seller Parent their respective Affiliates and will shall not pass to or be claimed by 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 Merger Sub or the Closing none of Purchaser, Surviving Company or its Affiliates (including, following the Closing, the 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 AgreementSubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Merger Sub or any of the Surviving Company or its Affiliates Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates the Surviving Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel the Legal Advisors, the Equityholders and their respective Affiliates to such third party, provided that neither Purchaser nor its Affiliates (including, following . This Section 10.20 is for the Closing, benefit of the Transferred Entities) may waive Shareholder Group and such privilege without the prior written consent Persons are intended third-party beneficiaries of Seller and Seller Parentthis Section 10.20.

Legal Representation. Purchaser further agrees that(a) Buyer, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, itself and its Affiliates (including, following after the Closing, the Transferred EntitiesCompany Group and the Non-Controlled Joint Ventures Group) together acknowledges and agrees that each of Xxxxxx, Xxxx & Xxxxxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP (collectively, “Seller/Company Acquisition Counsel ”) has acted as counsel for Seller and the Company Group and the Non-Controlled Joint Ventures Group in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”), and in connection with this Agreement and the transactions contemplated hereby, Seller/Company Acquisition Counsel has not acted as counsel for any other Person, including Buyer. (b) Only Seller, the Company Group and the Non-Controlled Joint Ventures Group and their respective Affiliates shall be considered clients of Seller/Company Acquisition Counsel in the Acquisition Engagement. Buyer, on behalf of itself and its Controlled Affiliates (including after the Closing, the Company Group and the Non-Controlled Joint Ventures Group) acknowledges and agrees that all confidential communications between Seller, the Company Group and the Non-Controlled Joint Ventures Group and their respective Affiliates, successors on the one hand, and Seller/Company Acquisition Counsel, on the other hand, in the course of and relating to the Acquisition Engagement (“Counsel Communications”), and any attendant attorney-client privilege, attorney work product protection and expectation of client confidentiality applicable thereto shall be deemed to belong solely to Seller and its Affiliates, and not the Company Group or assigns further agree that no such party may use the Non-Controlled Joint Ventures Group, and shall not pass to or rely on any of be claimed, held or used by Buyers or the Privileged Communications in any Action against Company Group or involving any of Seller, Seller Parent the Non-Controlled Joint Ventures Group upon or any of their respective Affiliates after the Closing. The Privileged Accordingly, whether or not the Closing occurs, Buyer shall not have access to the Counsel Communications, or to the files of Seller/Company Acquisition Counsel relating to the Acquisition Engagement (provided, that to the extent Buyer or its Affiliates becomes aware of any inadvertent access to Counsel Communications may be used or files of Seller/Company Acquisition Counsel, then Buyer or its applicable Affiliate shall immediately return such material to Seller and destroy any copies or archival back-up of such material). Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that files of Seller/Company Acquisition Counsel in respect of Counsel Communications constitute property of Seller and its Affiliates, only Seller and its Affiliates shall hold such property rights and (ii) Seller/Company Acquisition Counsel shall have no duty whatsoever to reveal or disclose any such Counsel Communications or files to the Company Group or the Non-Controlled Joint Ventures Group or Buyer by reason of any attorney-client relationship between Seller/Company Acquisition Counsel and the Company Group or otherwise; provided, however, that notwithstanding the foregoing, Seller/Company Acquisition Counsel shall not disclose any Counsel Communications or files to any third parties (other than Representatives of Seller Parent and its Affiliates; provided, that such Representatives are instructed to maintain the confidence of such Counsel Communications). (c) Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company Group and the Non-Controlled Joint Ventures Group), acknowledge and agree that Seller/Company Acquisition Counsel has acted as counsel for Seller and the Company Group for several years and that Seller reasonably anticipates that Seller/Company Acquisition Counsel will continue to represent it and/or its Affiliates in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company Group and the Non-Controlled Joint Ventures Group), expressly (i) consent to Seller/Company Acquisition Counsel’s representation of Seller and/or its Affiliates and/or any of their respective Affiliates agents (if any of the foregoing Persons so desire) in connection with any dispute that relates matter, including, without limitation, any post-Closing matter in which the interests of Buyer or any of its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated by or in connection with this Agreement. Notwithstanding , and whether or not such matter is one in which Seller/Company Acquisition Counsel may have previously advised Seller, the foregoing, Company Group or their respective Affiliates (ii) consents to the disclosure by Seller/Company Acquisition Counsel to Seller and its Affiliates of any information learned by Seller/Company Acquisition Counsel in the event that a dispute arises between Purchaser or any course of its Affiliates representation of Seller, the Company Group and a third party (other than a party to this Agreement or any of their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Seller/Company Acquisition Counsel’s duty of confidentiality. (d) From and after the Closing, Purchaser the Company Group and its Affiliates may assert the Non-Controlled Joint Ventures Group shall cease to have any attorney-client privilege relationship with Seller/Company Acquisition Counsel, unless and to prevent disclosure the extent Seller/Company Acquisition Counsel is expressly engaged in writing by the Company Group to represent the Company Group after the Closing and either (i) such engagement involves no conflict of Privileged Communications by counsel interest with respect to Seller and/or its Affiliates or (ii) Seller and/or any such Affiliate, as applicable, consent in writing to such third party, provided engagement. Any such representation of the Company Group by Seller/Company Acquisition Counsel after the Closing shall not affect the foregoing provisions hereof. (e) Each of the parties to this Agreement consents to the arrangements in this Section 9.21 and waive any actual or potential conflict of interest 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 Parentbe involved in connection with any representation by Seller/Company Acquisition Counsel expressly permitted by this Section 9.21.

Legal Representation. The Purchaser further agrees thatagrees, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)on its own behalf, and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege on behalf of itself and the expectation of client confidence with respect to Acquired Companies following the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingClosing, that, following the Closing, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. may serve as counsel to the Transferred Entities). The Privileged Communications are the property of Seller Shareholders and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 matters exclusively related to this Agreement and the transactions contemplated hereby (the “Acquisition-Related Representation”), including any litigation, claim or obligation arising out of Article IX of this Agreement notwithstanding any representation by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. prior to the Closing Date or of the Acquired Companies. The Purchaser (on behalf of itself, and on behalf of the Acquired Companies following the Closing) hereby (i) waives any claim it has or may have that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has a conflict of interest or is otherwise prohibited from engaging in connection with this Agreement. Notwithstanding the foregoingany such Acquisition-Related Representation, and (ii) agrees that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates the Acquired Companies, on the one hand, and a third party (other than a party to this Agreement the Shareholders or any of their respective Affiliates, on the other hand, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. may represent the Shareholders or any of their Affiliates in such dispute in any Acquisition-Related Representation even though the interests of such Person(s) may be directly adverse to the Purchaser or the Acquired Companies and even though Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. may have represented the Shareholders and the Acquired Companies in a matter substantially related to such dispute. The Parties further agree to the matters set forth on Schedule 10.13. Notwithstanding the foregoing or anything to the contrary herein, the Shareholders acknowledge that nothing in this Agreement shall contractually prevent Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. from representing the Purchaser or its Affiliates, including the Acquired Companies, from and after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, . [Signatures provided that neither Purchaser nor its Affiliates (including, on following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parentpage.]

Legal Representation. Purchaser further agrees that, as to all communications between (a) Buyer and among all Seller acknowledge that each of them has been represented by counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement and the Contemplated Transactions. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. (collectivelyb) To the extent that communications between Seller or its Affiliates, on the one hand, and any external legal counsel of Seller or its Affiliates (“Privileged CommunicationsSeller’s External Counsel”), on the other hand, relate to this Agreement and the Contemplated Transactions (the “Transaction Engagement”), such communications shall (i) be deemed to be attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs confidences that belong solely to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not the Assets, (ii) not pass to or be claimed by Purchaser or any of its Affiliates (including, and become an Asset following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, Closing and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), Buyer or any Person purporting to act on behalf of or through Purchaser or such Affiliates Buyer will seek to obtain such Privileged Communicationscommunications by any process. Accordingly, Buyer shall not have access to any such communications or to the files of Seller’s External Counsel whether by seeking a waiver or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing: (w) Buyer waives and will not assert any attorney-client privilege (or rights related thereto) with respect to any communication between Seller’s External Counsel and Seller or its Affiliates occurring prior to the Closing in connection with the Transaction Engagement, (x) Seller and Seller’s External Counsel shall be the sole holders of the attorney-client privilege or through other means. Purchaserwith respect to the Transaction Engagement, 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 none of the Privileged Communications in any Action against Assets or involving any Buyer shall be a holder thereof, (y) to the extent that files of Seller’s External Counsel in respect of the Transaction Engagement constitute property of the client, only Seller Parent shall hold such property rights, and (z) Seller’s External Counsel shall have no duty whatsoever to reveal or disclose 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) after the Closing, Purchaser and its Affiliates may assert the such attorney-client privilege communications or files to prevent disclosure Buyer by reason of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following any attorney-client relationship between Seller’s External Counsel and the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentAssets or otherwise.

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller ParentFollowing consummation of the Transactions, the Transferred Entities and/or their respective Affiliates Company Group’s current and former legal counsel (including Milbank V&E LLP) (each, “Company Counsel”) may serve as counsel to the Seller and its Non-Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation or any continued representation of any other Person (including the Seller and its Affiliates), and Sellereach of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom. The decision to represent the Seller and its Non-Recourse Parties shall be solely that of any such Company Counsel. Any attorney-client privilege, Seller Parent, work product protection or expectation of confidentiality arising out of or as a result of any Company Counsel’s representing of the Transferred Entities and/or their respective Affiliates that relate Company Group in any matter relating in any way to the transactions contemplated by Seller and its Affiliates or in connection with this Agreement the Transactions (collectively, the “Privileged CommunicationsPrivileges”)) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any other Transaction Document, the attorney-client privilege Privileges and the expectation of client confidence with respect all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates the Privileges (includingcollectively, following the Closing“Privileged Materials”) shall, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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. Purchaserautomatically be assigned and exclusively belong to, and its Affiliates (including, following the Closingbe controlled by, the Transferred Entities) Seller. For the avoidance of doubt, as to any Privileged Materials, the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns further assigns, agree that no such party may use or rely on any of the Privileged Communications Materials in any Action action or claim against or involving any of Seller, Seller Parent the parties hereto 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) Non-Recourse Parties after the Closing, Purchaser and the Seller and its Affiliates may shall have the right to assert any of the attorney-client privilege to prevent disclosure Privileges against the Company Group. The Purchaser further agrees that, on its own behalf and on behalf of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates Subsidiaries (including, following the Closing, the Transferred Entities) may waive such privilege Company Group), any Company Counsel’s retention by the Company Group shall be deemed completed and terminated without any further action by any Person effective as of the prior written consent Closing. The Company Group shall cause each of Seller its future direct and Seller Parentindirect 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 13.13 and take any and all other steps necessary to effect the agreements in this Section 13.13.

Legal Representation. Purchaser further Parent hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for SellerAffiliates (including, Seller Parentafter the Closing, the Transferred Entities and/or their respective Affiliates (including Milbank LLPCompany), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that Ropes & Gxxx LLP (or any successor) may represent the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates that relate (other than the Company), in any way to the transactions contemplated by or each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement Agreement, any Transaction Document or the Transactions, notwithstanding its representation (collectivelyor any continued representation) of the Group Companies or other Waiving Parties, and each of Parent 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, 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 Ropes & Gxxx LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company, any Company Stockholder and their respective counsel, including Ropes & Gxxx LLP, made in material connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Documents or the Transactions, are privileged communications that do not pass to the Company notwithstanding the Merger, and instead survive, remain with and are controlled by the CCMP Parties (the “Privileged Communications”), the attorney-client privilege without any waiver thereof. Parent and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether 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 Action against or involving any of Seller, Seller adverse Legal Proceeding between Parent or the Company, on the one hand, and any of their respective Affiliates after Company Stockholder, on the Closing. The Privileged Communications may be used by Sellerother hand, Seller and Parent and/or and the Company agree not to assert that any of their respective Affiliates in connection with any dispute that relates privilege has been waived as to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoingPrivileged Communications, whether located in the event that a dispute arises between Purchaser records or any email server of its Affiliates the Company or otherwise (including in the Knowledge of the officers and a third party (other than a party to this Agreement or any employees of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentCompany).

Legal Representation. Purchaser further Parent agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or Company and its Subsidiaries or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, solely to the Transferred Entities and/or their respective Affiliates extent that such communications relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), subject to applicable Law, the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller the Company and Seller Parent its Subsidiaries and may be controlled by Seller the Company and Seller Parent its Subsidiaries and will not pass to or be claimed by Purchaser Parent or any of its Affiliates respective Subsidiaries (including, following the Closing, the Transferred EntitiesSurviving Company). The Privileged Communications are the property of Seller the Company and Seller Parentits Subsidiaries and, and subject to applicable Law, from and after the Closing Closing, none of PurchaserParent, its Affiliates Subsidiaries (including, following the Closing, the Transferred Entities), Surviving Company) or any Person purporting to act on behalf of or through Purchaser Parent or such Affiliates Subsidiaries will seek to obtain such the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Purchaser, Parent and its Affiliates respective Subsidiaries (including, following the Closing, the Transferred Entities) Surviving Company), together with any of their respective Affiliates, successors or assigns assigns, further agree that no such party may use or rely on any of the Privileged Communications in any Action action against or involving any of Seller, Seller Parent the Company or any of their respective Affiliates after the Closingits Subsidiaries. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates and its Subsidiaries 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 Parent or any of its Affiliates respective Subsidiaries and a third party (other than a party to this Agreement or any of their respective its Affiliates) after the Closing, Purchaser Parent and its Affiliates Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel to such third party, ; provided that neither Purchaser Parent nor its Affiliates Subsidiaries (including, following the Closing, the Transferred EntitiesSurviving Company) may waive such privilege without the prior written consent of Seller and Seller Parentthe Shareholders’ Representative. The parties further agree that Xxxxx Day may represent the Shareholders’ Representative, the Carlyle Shareholder or any other Former Holder in the event of any dispute that relates to the transactions contemplated by or in connection with this Agreement.

Legal Representation. Purchaser further Each of New Starship and the Company hereby agrees thaton behalf of its stockholders, as to all communications between members, owners, partners, Representatives and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLPincluding, after the Closing, SPAC and the Group Companies), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that Xxxxxx, Xxxxx & Xxxxxxx LLP (or any of its successors) may represent the SPAC Sponsors or any of their respective Affiliates that relate stockholders, members, owners, partners, Representatives and Affiliates, in any way to the transactions contemplated by or each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, and New Starship on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (collectivelyand will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of New Starship and the Company, for itself and the Waiving Parties, acknowledges that the foregoing provision applies whether or not Xxxxxx, Xxxxx & Bockius LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each of New Starship and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or either SPAC Sponsor and their respective counsel, including Xxxxxx, Xxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the Company, New Starship, the Starship Surviving Subsidiary or the SPAC Surviving Subsidiary notwithstanding the Mergers, and instead survive, remain with and are controlled by the SPAC Sponsors (the “Privileged Communications”), the attorney-client privilege and the expectation without any waiver thereof. Each of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the ClosingNew Starship, the Transferred Entities). The Privileged Communications are the property of Seller Company and Seller ParentSPAC, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 its respective Affiliates, Subsidiaries, successors or assigns further assigns, agree that no such party none of New Starship, the Company, the Starship Surviving Subsidiary or the SPAC Surviving Subsidiary may use or rely on any of the Privileged Communications Communications, whether located in the records or email server of a Group Company or otherwise (including in the knowledge or the officers and employees of a Group Company), in any Action Legal Proceeding 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) Parties after the Closing, Purchaser and its Affiliates may each such Person agrees not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentCommunications.

Legal Representation. Purchaser further agrees that31.1 The Buyer, as to all communications between on behalf of itself and among all counsel for Sellerits Affiliates (including, Seller Parentafter Closing, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), Companies) acknowledges and agrees that the Seller, ’s Solicitors have acted as counsel for the Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement and the Proposed Transaction (collectively, the “Privileged CommunicationsAcquisition Engagement”), and in connection with this Agreement and the Proposed Transaction, the Seller’s Solicitors have not acted as counsel for any other Person, including the Buyer. 31.2 Only the Seller and its Affiliates shall be considered clients of the Seller’s Solicitors in the Acquisition Engagement. The Buyer, on behalf of itself and its Affiliates (including after Closing, the Transferred Companies), acknowledges and agrees that all confidential communications between the Seller and its Affiliates, on the one hand, and the Seller’s Solicitors, on the other hand, in the course of the Acquisition Engagement, and any attendant attorney-client privilege privilege, attorney work product protection, and the expectation of client confidence with respect confidentiality applicable thereto, shall be deemed to belong solely to the Privileged Communications belongs to Seller and Seller Parent its Affiliates (other than the Transferred Companies), and may be controlled by Seller not the Transferred Companies, and Seller Parent and will shall not pass to or be claimed claimed, held, or used by Purchaser the Buyer or the Transferred Companies upon or after Closing. Accordingly, the Buyer shall not have access to any such communications, or to the files of the Seller’s Solicitors relating to the Acquisition Engagement, whether or not Closing occurs. 31.3 Without limiting the generality of Clause 31.2, upon and after Closing, (i) to the extent that files of the Seller’s Solicitors in respect of the Acquisition Engagement constitute property of the client, only the Seller and its Affiliates shall hold such property rights and (ii) the Seller’s Solicitors shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Transferred Companies or the Buyer by reason of any attorney-client relationship between the Seller’s Solicitors and the Transferred Companies or otherwise; provided, however, that notwithstanding the foregoing, the Seller’s Solicitors shall not disclose any such attorney-client communications or files to any third parties (other than representatives, accountants and advisers of the Seller and its Affiliates; provided that such representatives, accounts and advisors are instructed to maintain the confidence of such attorney-client communications). 31.4 The Buyer, on behalf of itself and its Affiliates (including after Closing, the Transferred Companies) irrevocably waives any right it may have to discover or obtain information or documentation relating to the Acquisition Engagement, to the extent that such information or documentation was subject to an attorney-client privilege, work product protection or other expectation of confidentiality owed to the Seller and/or its Affiliates. If and to the extent that, at any time subsequent to Closing, the Buyer or any of its Affiliates (including, following the including after Closing, the Transferred Entities). The Privileged Communications are Companies) shall have the property right to assert or waive any attorney-client privilege with respect to any communication between any Transferred Company or its respective Affiliates and any Person representing it that occurred at any time prior to Closing, the Buyer, on behalf of Seller itself and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the including after Closing, the Transferred EntitiesCompanies) shall be entitled to waive such privilege only with the prior written consent of the Seller (such consent not to be unreasonably withheld). 31.5 The Buyer, 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, itself and its Affiliates (including, following the after Closing, the Transferred EntitiesCompanies) together with any acknowledges and agrees that the Seller’s Solicitors have acted as counsel for the Seller and its Affiliates for several years and that the Seller reasonably anticipates that the Seller’s Solicitors will continue to represent it and/or its Affiliates in future matters. Accordingly, the Buyer, on behalf of their respective Affiliatesitself and its Affiliates (including after Closing, successors or assigns further agree that no such party may use or rely on any the Transferred Companies) expressly (i) consents to the Seller’s Solicitors’ representation of the Privileged Communications in any Action against or involving any of Seller, Seller Parent or any of their respective and/or its Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates agents (if any of the foregoing Persons so desire) in connection with any dispute that relates to matter, including, without limitation, any post-Closing matter in which the transactions contemplated by or in connection with this Agreement. Notwithstanding interests of the foregoingBuyer and the Transferred Companies, in on the event that a dispute arises between Purchaser one hand, and the Seller or any of its Affiliates, on the other hand, are adverse, including any matter relating to the Proposed Transaction, and whether or not such matter is one in which the Seller’s Solicitors may have previously advised the Seller, the Transferred Companies or their respective Affiliates and a third party (other than a party ii) consents to this Agreement the disclosure by the Seller’s Solicitors to the Seller or its Affiliates of any information learned by the Seller’s Solicitors in the course of its representation of the Seller, the Transferred Companies or their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the whether or not such information is subject to attorney-client privilege to prevent disclosure privilege, attorney work product protection, or the Seller’s Solicitors’ duty of Privileged Communications by counsel to such third partyconfidentiality. 31.6 The Buyer, provided that neither Purchaser nor on behalf of itself and its Affiliates (including, following the after Closing, the Transferred EntitiesCompanies) may waive further covenants and agrees that each shall not assert any claim against the Seller’s Solicitors in respect of legal services provided to the Transferred Companies or their respective Affiliates by the Seller’s Solicitors in connection with this Agreement or the Proposed Transaction. 31.7 From and after Closing, the Transferred Companies shall cease to have any attorney-client relationship with the Seller’s Solicitors, unless and to the extent the Seller’s Solicitors are expressly engaged in writing by any Transferred Company to represent such privilege without Transferred Company after Closing and either (i) such engagement involves no conflict of interest with respect to the prior written Seller and/or any of its Affiliates or (ii) the Seller and/or any such Affiliate, as applicable, consent in writing to such engagement. Any such representation of a Transferred Company by the Seller’s Solicitors after Closing shall not affect the foregoing provisions of this Clause 31. Furthermore, the Seller’s Solicitors, in their sole discretion, shall be permitted to withdraw from representing any Transferred Company in order to represent or continue so representing the Seller. 31.8 The Seller and Seller Parentthe Buyer consent to the arrangements in this Clause 31 and waive any actual or potential conflict of interest that may be involved in connection with any representation by the Seller’s Solicitors permitted hereunder. 31.9 For purposes of this Clause 31, “Seller’s Solicitors” means Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxx, Xxxxx & Giuditta, P.C., Xxxxx Xxxx LLP and Xxxxxxx & Xxxxxx LLP. AS WITNESS whereof, this Agreement has been executed on the date first above written. Company name (company number) Playdemic Limited (07106742) Jurisdiction of incorporation England and Wales Date of incorporation 16 December 2009 Issued share capital 5,984 ordinary shares with nominal value of £1.00 each Shareholder WB/TT Holdings Limited (5,984 ordinary shares with nominal value of £1.00 each) Persons with significant control WB/TT Holdings Limited Directors Xxxxx Xxxxxxxxx Xxxxxxx-Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Secretary None. Registered office Warner House, 00 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, XX0X 0XX Auditors Ernst & Young LLP Accounting reference date 31 December Registered charges None.

Legal Representation. Purchaser further Buyer agrees that, as to all communications between and among all counsel for Seller, Seller Parentthe Company, the Transferred Entities and/or MDI and each of their respective Affiliates (including Milbank without limitation, Rxxx Xxxxx LLP), and SellerSeller and/or any of its respective Affiliates (including, Seller Parentprior to the Closing, the Transferred Entities and/or their respective Affiliates Company) that relate in any way to the transactions contemplated by or in connection with this Agreement or any agreement or matter contemplated hereby (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser Buyer, MDI or the Company (after the Closing) or any of its Affiliates (including, following the Closing, the Transferred Entities)their respective Affiliates. The Privileged Communications are the property of Seller and Seller ParentSeller, and from and after the Closing none of PurchaserMDI, the Company, its Affiliates (including, following the Closing, the Transferred Entities), or any Person purporting to act on behalf of or through Purchaser MDI, the Company or such its Affiliates will seek to obtain such Privileged Communicationscommunications, whether by seeking a waiver of the attorney-client privilege or through other means. PurchaserBuyer, MDI, and its Affiliates the Company (including, following after the Closing), the Transferred Entities) together with any and each of their respective Affiliates, successors or assigns further agree that no such party Party may use or rely on any of the Privileged Communications in any Action action against or involving any of Seller, Seller Parent or any of their respective its Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective its Affiliates in connection with any dispute that relates to the transactions this Agreement or any agreement or matter contemplated by or in connection with this Agreementhereby. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Buyer, the Company or any of its Affiliates their respective Affiliates, on the one hand and a third party (other than a party Party to this Agreement or any of their respective Affiliates) ), on the other hand, after the Closing, Purchaser MDI, the Company and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel to such third party, provided that neither Purchaser nor none of MDI, the Company or its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller ParentSeller.

Legal Representation. Purchaser further agrees thatBuyer and the Company hereby agree, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or on their respective Affiliates (including Milbank LLP)own behalf, and Sellereach of their directors, Seller Parentmembers, the Transferred Entities and/or partners, officers and employees, and each of their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement successors and assigns (collectivelyall such parties, the “Privileged CommunicationsWaiving Parties”), that Xxxxxxxx & Xxxx LLP (or a successor) shall not be prohibited from representing the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser 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 (including, following the Closingany such representation, the Transferred Entities). The Privileged Communications are “Post-closing Representation”) as a result of its prior representation of the property Seller, the Company or any of Seller and Seller Parentits Subsidiaries, and from each of Buyer and the Company Group on behalf of itself and the Waiving Parties hereby 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, and of its members, or the Company or any of its Subsidiaries after the Closing Date. From and after the Closing none of Purchaser, its Affiliates (including, following the Closingneither Buyer, the Transferred Entities)Company, or nor any Person purporting to act on behalf of or through Purchaser Buyer or such Affiliates the Company or any of the Waiving Parties, will seek to obtain such Privileged Communicationsany privileged communications among the Company Group or the Seller and Xxxxxxxx & Xxxx LLP, whether by seeking a waiver 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 through other means. Purchaser, and its Affiliates (including, following the Closing, the Transferred Entities) together with Seller or any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any member 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 occurring prior to the transactions contemplated by or Closing in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser any other Transaction Document or any of its Affiliates and a third party (other than a party to this Agreement the transactions contemplated herein or therein in any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorneyPost-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentClosing Representation.

Legal Representation. Purchaser further agrees thatEach of the Buyer Parties hereby agrees, as to all communications between on its own behalf and among all counsel for Selleron behalf of its directors, Seller Parentmembers, the Transferred Entities and/or partners, officers, employees and Affiliates, and each of their respective Affiliates (including Milbank LLP)successors and assigns, and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, the Transferred EntitiesCompany and the Company Subsidiaries (all such parties, the “Waiving Parties”). The Privileged Communications are , that Ropes & Grxx XLP may represent the property Company and the Company Subsidiaries or any or all of Seller and Seller Parentthe Shareholders in connection with any dispute, Action, claim, or obligation arising out of or relating to this Agreement, and from each of the Buyer Parties on behalf of itself and after the Closing 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 Buyer Parties, for itself and the 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 the negotiation, preparation, execution or delivery of this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby, or any matter relating to any of the foregoing, are privileged communications, and none of Purchaserthe Buyer Parties or any of the Waiving Parties, its Affiliates (including, following the Closing, the Transferred Entities), or nor any Person purporting to act on behalf of or through Purchaser the Buyer Parties or such Affiliates any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver 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 through the Company Subsidiaries or any other means. PurchaserPerson in the Seller Group made in connection with the negotiation, and its Affiliates (includingpreparation, following execution or delivery of this Agreement, any agreements contemplated by this Agreement or the Closingtransaction contemplated hereby, the Transferred Entities) together with or any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on matter relating to 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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. Purchaser Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Outdoor Group Entities and (b) Seller in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the Contemplated Transactions. There may come a time, including after consummation of the Contemplated Transactions, when the interests of Seller and the Outdoor Group Entities may no longer be aligned or when, for any reason, Seller, Xxxxx Xxxxx or the Company or any of the other Outdoor Group Entities believes that Xxxxx Xxxxx can or should no longer represent both Seller and the Company or any of the other Outdoor Group Entities. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and the other Outdoor Group Entities and continue to represent Seller, even if the interests of Seller and the interests of the Company or the other Outdoor Group Entities are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the Ancillary Documents or the Contemplated Transactions, and even though Fried Xxxxx xxx have represented the Company and the other Outdoor Group Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Company or any of its Affiliates, and Buyer and the Company hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications between and among all counsel for Seller, Seller ParentXxxxx Xxxxx, the Transferred Company, any of the other Outdoor Group Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and privilege, the expectation of client confidence with respect and all other rights to the Privileged Communications belongs any evidentiary privilege belong to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser the Company or any of its Affiliates (includingAffiliates. In addition, following if the ClosingContemplated Transactions are consummated, the Transferred Entities). The Privileged Communications are Company and the other Outdoor Group Entities shall have no right of access to or control over any of Fried Frank’s records related to such transactions, which shall become the property of (and be controlled by) Seller. Furthermore, in the event of a dispute between Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), Company or any Person purporting to act on behalf of the Outdoor Group Entities arising out of or through Purchaser or such Affiliates will seek relating to obtain such Privileged Communicationsany matter in which Xxxxx Xxxxx acted for them both, whether by seeking a waiver none of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following the Closingprivilege, the Transferred Entities) together with any expectation 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 client confidence or any other rights to any evidentiary privilege will protect from disclosure to Seller any information or documents developed or shared during the course 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Fried Frank’s joint representation of Seller and Seller Parentthe Company and the other Outdoor Group Entities.

Legal Representation. Purchaser further In any Legal Proceeding by or against Buyer wherein Buyer asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, Buyer agrees thatin connection with such proceeding: (a) neither Buyer nor counsel therefor will move to seek disqualification of Holland & Knight LLP (“H&K”) or Xxxxxxxx LLP (“Honigman”), (b) to waive any right Buyer may have to assert the attorney-client privilege against H&K, Honigman, or Sellers or any of their Affiliates with respect to any communication or information contained in H&K’s or Xxxxxxxx’x possession or files relating to Pre-Closing Communications, and (c) to consent to the representation of any of Sellers and their Affiliates by H&K and/or Honigman, as to all communications between and among all counsel for Sellerapplicable, Seller Parentnotwithstanding that H&K or Honigman, the Transferred Entities and/or as applicable, has or may have represented one or more of Sellers or any of their respective Affiliates (including Milbank LLP)the Company) as counsel in connection with any matter, and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in including any way to transaction (including the transactions contemplated by this Agreement), negotiation, investigation, or Legal Proceeding, prior to the Closing. This consent and waiver extends to H&K and/or Honigman, as applicable, representing any Seller against Buyer or the Company in litigation, arbitration, or mediation in connection with this Agreement (collectivelyor the transactions contemplated by this Agreement. In addition, all communications between or among Sellers, the Company, and their respective Affiliates, on the one hand, and H&K and/or Honigman, as applicable, on the other hand, related to this or any other proposed sale of the Membership Units, this Agreement, or the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such Seller or Affiliate thereof, as applicable (and not the Company) (the “Privileged Pre-Closing Communications”). Accordingly, neither the attorneyCompany nor Buyer shall have access to any such Pre-client privilege and the expectation of client confidence with respect Closing Communications or to the Privileged Communications belongs files of H&K or Honigman relating to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 such engagement from and after the Closing, and all books, records, and other materials of the Company in any medium (including electronic copies) containing or reflecting any of the Pre-Closing none Communications or the work product of Purchaserlegal counsel with respect thereto, its including any related summaries, drafts, or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned, and transferred to the applicable Seller or Affiliate thereof effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be delivered to the applicable Seller or Affiliate thereof at the Closing with no copies thereof retained by the Company, Buyer, or any of Buyer’s Affiliates (including, following or Representatives. From and after the Closing, Buyer and the Transferred Entities)Company shall maintain the confidentiality of all such material and information. From and after the Closing, none of Buyer, the Company, and their respective Affiliates and Representatives shall access or in any Person purporting way, directly or indirectly, use or rely upon any such materials or information. To the extent that any such materials or information are not delivered to act on behalf the applicable Seller or Affiliate thereof prior to the Closing, they will be held for the benefit of the applicable Seller or through Purchaser or such Affiliate thereof, and Buyer, the Company, and their Affiliates will seek deliver all such material and information to obtain such Privileged Communicationsthe applicable Seller or Affiliate thereof promptly upon discovery thereof, whether by seeking a waiver without using or retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (i) Sellers and their respective Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement and the Pre-Closing Communications, and the Company shall not be a holder thereof, (ii) to the extent that files of H&K or through other meansHonigman in respect of such engagement and with respect to the Pre-Closing Communications constitute property of the client, only the applicable Seller or Affiliate thereof (and not the Company) shall hold such property rights, and (iii) neither H&K nor Honigman shall have any duty whatsoever to reveal or disclose any such attorney-client communications, files, or the Pre-Closing Communications to the Company by reason of any attorney-client relationship between H&K and the Company, Honigman and the Company, or otherwise. PurchaserAs to Pre-Closing Communications, Buyer and its Affiliates (including, following after the Closing, the Transferred EntitiesCompany) and Sellers, together with any of their respective Affiliates, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Pre-Closing Communications in any Action action or claim against or involving any of Seller, Seller Parent the parties or any of their respective Affiliates Non‑Recourse Parties after the Closing. The Privileged Communications may be used by SellerBuyer further agrees that, Seller Parent and/or any on its own behalf and on behalf 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following after the Closing, the Transferred Entities) Company), H&K’s retention by the Company shall be deemed completed and terminated without any further action by any Person effective as of the Closing. Buyer 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 Section 11.16, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.16 is for the benefit of Sellers, H&K, and Honigman, and H&K and Honigman are intended third party beneficiaries of this Section 11.16. This Section 11.16 shall be irrevocable, and no term of this Section 11.16 may waive such privilege be amended, waived or modified, without the prior written consent of Seller Sellers, H&K, and Seller ParentHonigman. The covenants and obligations set forth in this Section 11.16 shall survive for ten (10) years following the Closing Date.

Legal Representation. Purchaser further agrees thatThe Parties hereto hereby agree, as to on their own behalf and on behalf of their Affiliates, and each of their and their Affiliates’ managers, directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all communications between and among all counsel for Seller, Seller Parentsuch parties, the Transferred Entities and/or “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (or any successor) may represent the Stockholders’ Representative and the Majority Stockholders, their respective Affiliates (including Milbank LLP)Affiliates, and Selleror any manager, Seller Parentdirector, the Transferred Entities and/or their respective Affiliates that relate member, partner, officer, employee or other Representative of such Persons in connection with any way dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement or any Ancillary Agreement, or the transactions contemplated by hereby or in connection with this Agreement thereby (collectivelyany such representation, the “Privileged CommunicationsPost-Closing Representation”)) notwithstanding its representation (or any continued representation) of the Company and/or any of its Affiliates, the attorney-client privilege and the expectation each of client confidence with respect to the Privileged Communications belongs to Seller Parties on behalf of itself and Seller Parent its Waiving Parties hereby consents thereto and may be controlled by Seller and Seller Parent irrevocably waives (and will not pass assert) any conflict of interest or any objection arising therefrom or relating thereto. The Parties acknowledge that the foregoing provision applies whether or not Weil, Gotshal & Xxxxxx LLP provides legal services to or be claimed by Purchaser the Company or any of its Affiliates (includingafter the Closing Date. Each of the Parties, following for itself and the ClosingWaiving Parties, hereby irrevocably acknowledges and agrees that all communications prior to the Effective Time between or among the Company and its Subsidiaries, Majority Stockholders, the Transferred Entities). The Privileged Communications Stockholders’ Representative and its 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 Ancillary Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the property Majority Stockholders and such counsel (notwithstanding that the Company or any of Seller and Seller Parent, 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 none of Purchaserneither Parent, its Affiliates (including, following the ClosingPubCo, the Transferred Entities)Company, or any Subsidiary of the Company, nor any Person purporting to act on behalf of or through Purchaser Parent, PubCo, the Company or such Affiliates any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver each of Parent, PubCo and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege or through other means. Purchaserwith respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company, its Affiliates (including, following the ClosingSubsidiaries, the Transferred Entities) together with any of their respective Affiliates, successors Majority Stockholders 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 Stockholders’ Representative occurring prior to the transactions contemplated by or Closing in connection with this Agreement. Notwithstanding , any Ancillary Agreement, any of the foregoingtransactions contemplated hereby or therein or any Post-Closing Representation; provided, that, in the event that of a dispute arises between Purchaser Parent, PubCo, the Company or any of its Affiliates the Waiving Parties, on the one hand, and a third party (other than a party to this Agreement the Majority Stockholders, the Stockholders’ Representative or any of their respective Affiliates) after , on the Closingother hand, Purchaser and its Affiliates Parent, PubCo, the Company and/or the Waiving Parties may assert the attorney-attorney client privilege to prevent disclosure of Privileged Communications by counsel with respect to such 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 Parentcommunications.

Legal Representation. Purchaser further agrees The Parties agree that, as notwithstanding the fact that Nxxxxx Xxxxxxx may have, prior to all communications between and among all counsel for SellerClosing, Seller Parentjointly represented the SPAC and/or MP One Investment, LLC in connection with this Agreement, the Transferred Entities Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the SPAC and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent MP One Investment, LLC or its respective Affiliates in connection with matters in which such Persons are adverse to the Company, the SPAC or any of their respective Affiliates (Affiliates, including Milbank LLP)any disputes arising out of, and Selleror related to, Seller Parentthis Agreement. The Company, who is or has the Transferred Entities and/or their respective Affiliates that relate right to be represented by independent counsel in any way to 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 Nxxxxx Xxxxxxx’x future representation of one or more of MP One Investment, LLC or its respective Affiliates in which the interests of such Person are adverse to the interests of the SPAC, the Company or any of their respective Affiliates, including any matters that arise out of this Agreement (collectivelyor that are substantially related to this Agreement or to any prior representation by Nxxxxx Xxxxxxx of the SPAC, MP One Investment, LLC or any of their respective Affiliates. The Parties acknowledge and agree that, for the “Privileged Communications”), purposes of the attorney-client privilege, MP One Investment, LLC shall be deemed the clients of 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 with respect relating thereto shall belong solely to the Privileged Communications belongs to Seller and Seller Parent and may MP One Investment, LLC, shall be controlled by Seller MP One Investment, LLC and Seller Parent and will shall not pass to or be claimed by Purchaser the SPAC or any of its Affiliates (includingthe Company; provided, following the Closingfurther, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or any Person purporting that nothing contained herein shall be deemed to act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communications, whether by seeking be a waiver of by 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 SPAC or any of their respective Affiliates (including, after the Closing. The Privileged Communications Effective Time, the Surviving Subsidiary and the Target Companies) of any applicable privileges or protections that can or 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege asserted to prevent disclosure of Privileged Communications by counsel any such communications to such 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. Each of the parties hereby agrees that Skadden may serve and has served as counsel to Seller and its Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that, following the 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 any Action arising out of this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby notwithstanding such representation, and each of the parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of the parties shall procure any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Purchaser further agrees that, as to all communications between and among all counsel for SellerSkadden, the Acquired Companies, Seller Parent, the Transferred Entities and/or and their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to regarding the transactions contemplated by or in connection with this Agreement (collectivelyor the Ancillary Agreements or that relate to any dispute arising out of this Agreement or the Ancillary Agreements, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications and any other applicable legal privilege belongs to Seller and Seller Parent its Affiliates, as applicable, and may be controlled by Seller and Seller Parent its Affiliates and will shall not pass to or be claimed by any of 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 AgreementAcquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates Acquired Company, on the one hand, and a third party (other than a party to this Agreement or any member of their respective Affiliates) the Seller Group), on the other hand, after the Closing, Purchaser and its Affiliates any Acquired Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel Skadden to such third party; provided, provided however, that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) 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 Seller ParentSkadden and such persons are intended third party beneficiaries of this Section 9.14.

Legal Representation. Skadden has been engaged by the Seller to represent the Seller and the Company in connection with the transactions contemplated hereby. The Purchaser (on its behalf and on behalf of its Affiliates (including, after the Closing, the Company)) hereby: (a) agrees that, in the event that a dispute arises after the Closing between the Purchaser and/or any of its Affiliates, on the one hand, and the Seller and/or any of their Affiliates, on the other hand, Skadden may represent the Seller in such dispute even though the interests of the Seller may be directly adverse to the Purchaser, the Company or any of their Affiliates and even though Skadden (i) may have represented the Company in a matter substantially related to such dispute, or (ii) may be handling ongoing matters for the Purchaser or the Company ((i) and (ii), collectively, “Unrelated Matters”); (b) waives any conflict in connection therewith; and (c) agrees that 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 the transactions contemplated hereby. The Purchaser (on its behalf and on behalf of its Affiliates) further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications between and among all counsel for Skadden, the Seller, Seller Parent, the Transferred Entities Company and/or the Company Subsidiaries (including any of their respective Affiliates (including Milbank LLP)directors, and Sellerofficers, Seller Parentmanagers, the Transferred Entities and/or their respective Affiliates employees or agents) that relate in any way to this Agreement, the Ancillary Agreements, the Confidentiality Agreement or the transactions contemplated by hereby or in connection with this Agreement thereby or the negotiation of the same (collectivelybut, for the “Privileged Communications”avoidance of doubt, excluding the Unrelated Matters), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller Altice International S.à x.x (“Xxxxxx International”), and Seller Parent and may shall be controlled by Seller Altice International and Seller Parent and will shall not pass to or be claimed by Purchaser or any of its Affiliates (including, following the ClosingPurchaser, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Company or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any Purchaser (on its behalf and on behalf of their respective Affiliates in connection with any dispute its Affiliates) understands and agrees that relates to 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 in connection with this Agreementotherwise constitute a waiver of any claim of privilege. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser the Purchaser, the Company or any of its their Affiliates and a third party (Person other than a party Party to this Agreement or any of their respective Affiliates) after Agreement, the Closing, Purchaser and its Affiliates Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by counsel Skadden to such third party, provided that neither Purchaser nor its Affiliates (including, following Person. Skadden shall be a third-party beneficiary for the Closing, the Transferred Entities) may waive such privilege without the prior written consent purposes of Seller and Seller Parentthis Section 11.17.

Legal Representation. Purchaser further agrees that(a) The Buyer, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, itself and its Affiliates (including, following after the Closing, the Transferred EntitiesCompany and the Company Subsidiaries), acknowledges and agrees that Xxxx Xxxxx LLP (“Xxxx Xxxxx”) together has acted as counsel for the Seller, the Company and the Company Subsidiaries in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”), and in connection with this Agreement and the transactions contemplated hereby, Xxxx Xxxxx has not acted as counsel for any other Person, including the Buyer. (b) The parties acknowledge and agree that only the Seller, the Company and their respective Affiliates shall be considered clients of Xxxx Xxxxx in the Acquisition Engagement and all confidential communications between the Seller, the Company and their respective Affiliates, successors or assigns further agree on the one hand, and Xxxx Xxxxx, on the other hand, that no such party may use or rely on any relate exclusively to the negotiation, documentation and consummation of the Privileged Communications in any Action against or involving any of Seller, Seller Parent Acquisition Engagement or any of their respective Affiliates after the Closingdispute arising thereunder (“Privileged Communications”) shall be deemed attorney-client privileged. 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 In the event that a dispute arises between Purchaser (i) the Buyer or the Company or any of its Affiliates the Company Subsidiaries, on the one hand, and a third party (other than a party to this Agreement the Seller or any of their respective its Affiliates) after , on the Closingother hand, Purchaser the Company shall (and shall cause its Affiliates may to) to the extent requested by Seller (after notice by Buyer) assert to the extent available the attorney-client privilege to prevent disclosure of the Privileged Communications by counsel to such third partyparty and the Buyer, provided that neither Purchaser nor on behalf of itself and its Affiliates (including, following including after the Closing, the Transferred Entities) may Company and the Company Subsidiaries), shall be entitled to waive such privilege without only with the prior written consent of the Seller (such consent not to be unreasonably withheld) or (ii) the Seller or its Affiliates (excluding after the Closing, the Company and the Company Subsidiaries), on the one hand, and a third party other than the Buyer or its Affiliates, on the other hand, the Seller Parentshall (and shall cause its Affiliates to) to the extent requested by Buyer (after notice by Seller) assert to the extent available the attorney-client privilege to prevent disclosure of the Privileged Communications to such third party and the Seller, on behalf of itself and its Affiliates (excluding after the Closing, the Company and the Company Subsidiaries), shall be entitled to waive such privilege only with the prior written consent of the Company (such consent not to be unreasonably withheld). (c) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), acknowledges and agrees that Xxxx Xxxxx is acting as counsel for the Seller, the Company and their respective Affiliates and that the Seller reasonably anticipates that Xxxx Xxxxx will continue to represent Seller or its Affiliates in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), expressly consents to Xxxx Xxxxx’x representation of the Seller or its respective Affiliates in any matter, including any matter arising after the Closing, in which the interests of the Buyer and the Company, on the one hand, and the Seller or its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated by this Agreement or any dispute or disagreement relating thereto, and whether or not such matter is one in which Xxxx Xxxxx may have previously advised the Seller, the Company or their respective Affiliates. (d) Upon and after the Closing, the Company and the Company Subsidiaries shall cease to have any attorney-client relationship with Xxxx Xxxxx, unless and to the extent Xxxx Xxxxx is expressly engaged in writing by the Company or the Company Subsidiaries to represent the Company or the Company Subsidiaries after the Closing and either (i) such engagement involves no conflict of interest with respect to the Seller or any of its Affiliates or (ii) the Seller or any of its Affiliates, as applicable, consent in writing to such engagement. Any such representation of the Company by Xxxx Xxxxx after the Closing shall not affect the foregoing provisions hereof.

Legal Representation. Purchaser (a) The Parties, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary 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 “DV Group”), on the one hand, and (y) Goal, the Sponsor, the 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 agrees agree that, as to all legally privileged communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way prior to the transactions contemplated by or Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the Transactions) between or among DV and/or any member of the DV Group, on the one hand, and Pxxxxxx Xxxxxxx Marpeau & Associés and Winston & Sxxxxx LLP, on the other hand (collectively, the “Pxxxxxx & Wxxxxxx Privileged Communications”), the attorney-/client privilege and the expectation of client confidence with respect shall survive the Transactions and belong to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following DV Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by DV prior to the Transferred Entities)Closing with Goal under a common interest agreement shall remain the privileged communications or information of DV. The Privileged Communications are the property of Seller and Seller ParentParties, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Pxxxxxx & Wxxxxxx Privileged Communications Communications, whether located in the records or email server of Goal, DV or their respective Subsidiaries, in any Action against or involving any of Sellerthe Parties after the Closing, Seller Parent or and the Parties agree not to assert that any privilege has been waived as to the Pxxxxxx & Wxxxxxx Privileged Communications, by virtue of the Transactions. (b) The Parties, on behalf of their respective Affiliates successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary Agreements or the Transactions arises after the Closing between or among (x) any member of the DV Group, on the one hand, and (y) any member of the Goal Group, on the other hand, any legal counsel, including Proskauer Rose LLP and Bxxxxxxxxx Hxxxx Fxxxxx Sxxxxxx, LLP, that represented Goal and the Sponsor prior to the Closing may represent any member of the Goal Group in such dispute even though the interests of such Persons may be directly adverse to DV, and even though such counsel may have represented Goal in a matter substantially related to such dispute, or may be handling ongoing matters for Goal, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the Transactions) between or among Goal and/or any member of the Goal Group, on the one hand, and Proskauer Rose LLP or Bxxxxxxxxx Hxxxx Fxxxxx Sxxxxxx, LLP, on the other hand (the “Proskauer & Brownstein Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Goal Group 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 any privileged communications or information shared by Goal prior to the event that Closing with DV under a dispute arises between Purchaser common interest agreement shall remain the privileged communications or any information of its Affiliates and a third party (other than a party to this Agreement or Goal. 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 Proskauer & Brownstein 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, Purchaser and its Affiliates may the Parties agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Proskauer & Brownstein Privileged Communications, by virtue of Privileged Communications by counsel to such 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 ParentTransactions.

Legal Representation. Purchaser further The Purchaser, on behalf of itself and its Affiliates (including after the Closing, the Company) acknowledges and agrees that, that Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx”) may have acted as to all communications between and among all counsel for Seller, Seller ParentCetus, the Transferred Entities and/or Company and their respective Affiliates in certain matters for several years and that Cetus reasonably anticipates that Xxxxxxx will continue to represent it and/or such other parties (other than the Company and the Company Subsidiaries) in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates (including Milbank LLP)after the Closing, the Company) expressly: (a) consents to Xxxxxxx’x representation of Cetus and/or its Affiliates in any post-Closing matter in which the interests of the Purchaser and the Company, on the one hand, and SellerCetus or its Affiliates, Seller Parenton the other hand, the Transferred Entities and/or their respective Affiliates that relate in are adverse, including, without limitation, any way matter relating to the transactions contemplated by or in connection with this Agreement or any disagreement or dispute relating thereto and (collectivelyb) consents to the disclosure by Xxxxxxx to Cetus or its Affiliates of any information learned by Xxxxxxx in the course of its representation of Cetus, the “Privileged Communications”)Company or their respective Affiliates. Furthermore, the attorney-client privilege Purchaser, on behalf of itself and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following including after the Closing, the Transferred Entities)Company) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Cetus and/or its Affiliates by Xxxxxxx in the transactions contemplated hereby, to the extent that such information or documentation was privileged as to Cetus and/or its Affiliates. The Privileged Communications are the property of Seller and Seller Parent, and from Upon and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or Company shall cease to have 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. Purchaserrelationship with Xxxxxxx, unless and to the extent Xxxxxxx is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to Cetus and/or its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective or Cetus and/or its Affiliates, successors or assigns further agree that no as applicable, consent in writing at the time to such party may use or rely on any engagement. Any such representation of the Privileged Communications in any Action against or involving any of Seller, Seller Parent or any of their respective Affiliates Company by Xxxxxxx after the ClosingClosing shall not affect the foregoing provisions hereof. [The Privileged Communications may be used by Seller, Seller Parent and/or any remainder 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Parentpage is intentionally left blank.]

Legal Representation. Purchaser further agrees thatand will cause the Company to agree, as to on their own behalf and on behalf of their directors, managers, members, partners, officers, employees and Affiliates and each of their successors and assigns (all communications between and among all counsel for such parties, the “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 of Seller, Seller Parentin connection with any dispute, the Transferred Entities and/or their respective Affiliates (including Milbank LLP)litigation, and Sellerclaim, Seller Parentproceeding or obligation arising out of or relating to this Agreement, the Transferred Entities and/or their respective Affiliates that relate any agreement entered into in any way to connection herewith or the transactions contemplated by hereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company, and 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 any director, officer, manager, member, employee or other Representative of any of the foregoing 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 (collectivelyAgreement, any agreement entered into in connection herewith, the “Privileged Communications”)transactions contemplated hereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to solely to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will shall not pass to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, Company and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), Company or any Person purporting to act on behalf of or through Purchaser Purchaser, the Company or such Affiliates any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver 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 or through other means. Purchaser, and its Affiliates (including, following the Closingwith respect to any communication among K&E, the Transferred Entities) together with Company, Seller and/or any director, officer, manager, member, employee or other Representative 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 foregoing occurring prior to the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates Closing in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementPost-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates the Company, on the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) after Seller, on the Closingother hand, Purchaser and its Affiliates the Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel confidential communications to such third party; provided, provided however, that neither none of Purchaser nor its Affiliates (including, following or the Closing, the Transferred Entities) Company may waive such privilege without the prior written consent of Seller and none of Seller Parentor its Affiliates may waive such privilege without the written consent of Purchaser.

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates a) The Company hereby confirms that relate in any way to the transactions contemplated by or in connection with this Agreement Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, Xxxxxxx Coie LLP (“Firm”) has acted as special counsel for the Company as well as the Shareholders and the holders of Company Options and Company Restricted Stock Units as a group (collectively, the “Privileged CommunicationsAcquisition Engagement”) and in connection therewith confirms that the Firm has not acted as counsel for any individual Equity Holder or any other Person in connection with the transactions contemplated by this Agreement and the other Transaction Documents. After the Closing, it is possible that the Firm will represent the Equity Holders, Company Indemnifying Parties and/or the Shareholders’ Representative (individually and collectively, the “Seller Group”) in connection with the transactions contemplated herein or in connection with any claims for indemnification against the Company Indemnifying Parties. Buyer, the Surviving Corporation and its Subsidiaries hereby agree that, if Seller Group so desires and without the need of any consent or waiver of the Surviving Corporation, Firm will be permitted represent the Seller Group in the future in connection with issues that may arise under this Agreement and any claims that may be made pursuant to this Agreement, including a dispute that arises after the Closing between Buyer (and/or the Surviving Corporation or its Subsidiaries) and Shareholders’ Representative, even though the interests of the Shareholders’ Representative may be directly adverse to Buyer or the Surviving Corporation, and even though the Firm may have represented the Company in a matter substantially related to such dispute. (b) Notwithstanding anything to the contrary contained herein, the Parties intend that all communications at or prior to the Closing between Company, any Subsidiary of Company or any member of the Seller Group (the “Target Group”), on the one hand, and Xxxxx & Xxxxxxx LLP and the Firm, on the other hand, in the course of or in connection with the Acquisition Engagement, will for all purposes be deemed to be privilege attorney-client communication (unless and until and to the extent any such privilege is effectively waived as provided under applicable Law) (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the expectation of client confidence Target Group with respect to thereto (the Privileged Communications belongs to Seller “Associated Rights”), will, from and Seller Parent and may be controlled by Seller and Seller Parent after the Closing, rest exclusively with the Shareholders’ Representative and will not pass be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to or be claimed by Purchaser Buyer or any of its Affiliates or any successor or assign of any of the foregoing (includingcollectively, following the “Buyer Group”) provided that if any, and then solely to the extent that Protected Information or Associated Rights relates to any third party disputes or claims involving Company or any Subsidiary, then such communications and materials shall be subject to joint privilege with the applicable Company, and the Target Company shall retain copies thereof and shall be entitled to access such Protected Information. 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 Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Shareholders’ Representative, and (ii) no member of the Buyer Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. (c) Upon and after the Closing, the Transferred Entities). The Privileged Communications are Company shall cease to have any attorney-client relationship with the property Firm. (d) For the avoidance of Seller and Seller Parentdoubt, and from and after nothing contained in the Closing none foregoing provisions of Purchaserthis Section 11.15 (i) limit, its Affiliates (includingoverride, following the Closing, the Transferred Entities), prevent 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 otherwise prohibit 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) after the Closing, Purchaser and or (ii) will be deemed or construed as a waiver by Buyer or its Affiliates may assert of any right or remedy arising or resulting from the actions of any of the Shareholders Representative, the Seller Group or their agents or representatives after the Closing that would, in the absence of this Section 11.15, result in a waiver of such attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Parentprivilege.

Legal Representation. Purchaser further agrees thatFollowing the Closing, Xxxxxx & Xxxxxx Attorneys PLLC (“H&H”) may serve as counsel to all communications between and among all counsel for Sellerthe Shareholder in connection with any litigation, Seller Parentclaim or obligation arising out of or relating to this Agreement, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to Ancillary Agreements or the transactions contemplated by or in connection with 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 thereby (collectively, the “Privileged Communications”), the attorney-client privilege each of Xxxxxxxx and the expectation Buyer, on its behalf and on behalf of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any all of its Affiliates (includingand Related Parties, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 agrees 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 by or any of its among Xxxxxxxx, Buyer, the Company, or their Affiliates or Related Parties, on the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser Shareholder and its Affiliates may 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 respect to such Privileged Communications. The foregoing waiver and agreement does not apply to communications with any Person other than the 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 Privileged Communications, Buyer or Xxxxxxxx shall, to the extent legally permissible, promptly (and, in any event, within two (2) Business Days) notify the Shareholder in writing so that the Shareholder can seek a protective order and shall cooperate with the Shareholder in its efforts to obtain a protective order. Each of Xxxxxxxx and Xxxxx agrees that it will not, and that it will cause the Company not to, (i) assert that Xxxxxxxx, Buyer or the Company has the right to waive the attorney-client or other privilege with respect to prevent disclosure of the Privileged Communications by counsel or (ii) seek to such third party, provided that neither Purchaser nor its Affiliates (including, following obtain the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.Privileged Communications from H&H.

Legal Representation. Purchaser This Agreement was drafted by Corporate Law Partners, PLLC, (“Firm”). The Members acknowledge and understand that this past and present legal representation by Firm of any such Members, Managers, Officers, or their affiliated entities represents a potential or actual conflict of interest on the part of Firm in drafting this Agreement and any other documents or agreements arising out of this Agreement. The Company and the Members further agrees that, as to all communications between acknowledge and among all counsel for Seller, Seller Parent, understand that Firm has represented only the Transferred Entities and/or their respective Affiliates (including Milbank LLP), Executive in connection with the drafting of this Agreement and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way other documents related to the transactions contemplated by or in connection with this the Agreement (collectively, the “Privileged CommunicationsDocuments”). THE PARTIES HERETO CONSENT TO SUCH REPRESENTATION AND ACKNOWLEDGE AND AGREE THAT THEY HAVE EITHER SOUGHT SEPARATE LEGAL COUNSEL TO ADVISE THEM IN CONNECTION WITH THIS AGREEMENT OR THE DOCUMENTS, the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingOR IF THEY HAVE NOT DONE SO, following the ClosingHAVE BEEN GIVEN THE OPPORTUNITY TO DO SO AND HAVE VOLUNTARILY CHOSEN NOT TO DO SO. FURTHERMORE, the Transferred Entities)THIS AGREEMENT HAS TAX AND FINANCIAL ACCOUNTING CONSEQUENCES FOR EACH PARTY EACH PARTY HAS EITHER SOUGHT SEPARATE TAX AND FINANCIAL ACCOUNTING ADVICE IN CONNECTION WITH THIS AGREEMENT, OR IF THEY HAVE NOT DONE SO, HAVE BEEN GIVEN THE OPPORTUNITY TO DO SO AND HAVE VOLUNTARILY CHOSEN NOT TO DO SO. NOTWITHSTANDING THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE NOT RELIED ON FIRM FOR ANY LEGAL ADVICE, TAX ADVICE OR FINANCIAL ACCOUNTING sADVICE. The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 Parties hereto 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 executing this Agreement or any of their respective Affiliates) after the ClosingDocuments with full knowledge of the past, Purchaser present, and future legal representation by Firm of the persons and entities described herein, hereby consent to the drafting of this Agreement or Documents on behalf of the Executive by Firm and waive the right to object to Firm’s continued representation of the persons and entities described herein. The Corporation agrees to be jointly liable to the Firm for its Affiliates may assert legal fees and the attorney-client privilege Parties consent to prevent disclosure disbursements by the Corporation to Firm for such legal services, and it shall not be deemed to be a breach of Privileged Communications the duty of care, a breach of the duty of loyalty, or a breach of the requirement of good faith and fair dealing by counsel to such 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 ParentParties hereto.

Legal Representation. Purchaser (a) Each of the parties hereby agrees, on its own behalf and on behalf of its directors, shareholders, officers, employees and Affiliates, that following consummation of the transactions contemplated hereby, Fxxxxx XxxXxxx (or any successor) may serve as counsel to the Parent Representative, Parent, or any director, stockholder, officer, employee or Affiliate of the Parent in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and each of the parties consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. The parties further agrees agree that, as to all communications between and among all counsel for Seller, Seller ParentFxxxxx XxxXxxx, the Transferred Entities Parent Representative and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate Parent in any way to connection with the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)Agreement, the attorney-client privilege and the expectation of client confidence with respect (and the right to waive or assert such privilege) belongs to the Privileged Communications belongs to Seller and Seller Parent Representative and may be controlled by Seller the Parent Representative and Seller Parent and will shall not pass to or be claimed by Purchaser Parent or the Surviving Entity or any of Parent’s Subsidiaries. The parties agree that Fxxxxx XxxXxxx shall not, without the consent of the Parent Representative, be required to disclose to any Person, any advice given in connection with this Agreement and the transactions contemplated hereby. (b) Each of the parties hereby agrees, on its Affiliates own behalf and on behalf of its directors, shareholders, officers, employees and Affiliates, that following consummation of the transactions contemplated hereby, Cxxxx Xxxx (including, following or any successor) may serve as counsel to the ClosingCompany Representative, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities)Company Stockholders, or any Person purporting to act on behalf Company officers, directors, members, agents or representatives in connection with any litigation, claim or obligation arising out of or through Purchaser relating to this Agreement or the transactions contemplated by this Agreement, and each of the parties consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause its Affiliates will seek to obtain consent to and waive any conflict of interest arising from such Privileged Communicationsrepresentation. The parties further agree that, whether as to all communications among Cxxxx Xxxx, the Company Representative and/or Company in connection with the transactions contemplated by seeking a waiver of this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or through other means. Purchaser, assert such privilege) belongs to the Company Representative and its Affiliates (including, following may be controlled by the Closing, Company Representative and shall not pass to or be claimed by Parent or 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 Surviving Entity or any of their respective Affiliates after the ClosingParent’s Subsidiaries. The Privileged Communications may parties agree that Cxxxx Xxxx shall not, without the consent of the Company Representative, be used by Sellerrequired to disclose to any Person, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or advice given in connection with this Agreement. Notwithstanding Agreement and 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) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Parenttransactions contemplated hereby.

Legal Representation. Purchaser further (a) The Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and the Company Subsidiaries) acknowledges and agrees that, that Ropes & Xxxx LLP (the “Seller Party Transaction Counsel”) has acted as to all communications between and among all counsel for the Seller, Seller Parentthe Company and, the Transferred Entities and/or where applicable, their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or affiliates in connection with this Agreement and the transactions contemplated hereby (collectively, the “Privileged CommunicationsAcquisition Engagement”), the attorney-client privilege and the expectation of client confidence Seller Party Transaction Counsel has not acted as counsel for any other Person with respect to the Privileged Communications belongs Acquisition Engagement, including the Buyer. (b) Only the Seller, the Company and their respective Affiliates, as applicable, will be considered clients of the Seller Party Transaction Counsel in connection with the Acquisition Engagement. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company), acknowledges and agrees that all confidential communications between the Seller, the Company and their respective Affiliates, on the one hand, and the Seller Party Transaction Counsel, on the other hand, and any attendant attorney-client privilege, attorney work product protection and expectation of client confidentiality applicable thereto, will be deemed to belong solely to the Seller and Seller Parent its Affiliates (other than the Company and may be controlled by Seller the Company Subsidiaries) and Seller Parent not the Company or any of the Company Subsidiaries, and will not pass to or be claimed claimed, held or used by Purchaser the Buyer or the Company upon or after the Closing, in each case to the extent relating to the Acquisition Engagement. Accordingly, the Buyer will not have access to any such communications, or to the files of the Seller Party Transaction Counsel, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that files of the Seller Party Transaction Counsel constitute client property and to the extent that such files relate to the Acquisition Engagement, only the Seller and its Affiliates (other than the Company or any of the Company Subsidiaries) will hold such property rights and (ii) the Seller Party Transaction Counsel will have no duty whatsoever to reveal or disclose any such attorney-client communications or files, in each case to the extent related to the Acquisition Engagement, to the Company, any of the Company Subsidiaries or the Buyer by reason of any attorney-client relationship between the Seller Party Transaction Counsel and the Company or any of the Company Subsidiaries or otherwise; provided, that, notwithstanding the foregoing, the Seller Party Transaction Counsel will not disclose any such attorney-client communications or files to any third parties (other than representatives, accountants and advisors of the Seller and its Affiliates who are instructed to maintain the confidence of such attorney-client communications). If and to the extent that, at any time subsequent to the Closing, the Buyer or any of its Affiliates (including, following including after the Closing, the Transferred Entities). The Privileged Communications are Company and the property Company Subsidiaries) has the right to assert or waive any attorney-client privilege with respect to any communication between the Company or its Affiliates and any Person representing any of Seller and Seller Parent, and from and after them that occurred at any time prior to the Closing none and to the extent relating to the Acquisition Engagement, the Buyer, on behalf of Purchaser, itself and its Affiliates (including, following including after the Closing, the Transferred EntitiesCompany and the Company Subsidiaries) will be entitled to waive such privilege only with the prior written consent of the Seller (not to be unreasonably withheld, conditioned or delayed). (c) The Buyer, 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, itself and its Affiliates (including, following including after the Closing, the Transferred EntitiesCompany and the Company Subsidiaries), acknowledges and agrees that the Seller Party Transaction Counsel has acted as counsel for the Seller, the Company, and their respective Affiliates, as applicable, and may continue to represent the Seller and/or its Affiliates (other than the Company and the Company Subsidiaries), as applicable, in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company and the Company Subsidiaries), expressly (i) together with consents to the Seller Party Transaction Counsel’s representation of the Seller and its Affiliates and/or any of their respective agents (if any of the foregoing Persons so desire) in any matter, including any post-Closing matter in which the interests of the Buyer, the Company and the Company Subsidiaries, on the one hand, and the Seller and its Affiliates, as applicable, on the other hand, are adverse, including any matter relating to the transactions contemplated by this Agreement, and whether or not such matter is one in which the Seller Party Transaction Counsel may have previously advised the Seller, the Company, or any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on as applicable and (ii) consents to the disclosure by the Seller Party Transaction Counsel to the Seller and its Affiliates, of any information learned by the Seller Party Transaction Counsel in the course of its representation 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 SellerCompany, 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) after the Closing, Purchaser and its Affiliates may assert the whether or not such information is subject to attorney-client privilege to prevent disclosure privilege, attorney work product protection or the Seller Party Transaction Counsel’s duty of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates confidentiality. (including, following the Closingd) The Seller, the Transferred Entities) Company and the Buyer consent to the arrangements in this Section 10.16 (Legal Representation), and waive any actual or potential conflict of interest that may waive such privilege without be involved in connection with any representation by the prior written consent of Seller and Seller ParentParty Transaction Counsel permitted hereunder.

Legal Representation. Purchaser further Acquiror hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLPafter the Closing, the Company), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (or any successor) may represent the holders of Company Stock or any of their respective directors, members, partners, officers, employees or Affiliates that relate (other than the Company) (collectively, the “Waiving Party Group”), in any way to the transactions contemplated by or each case, in connection with any Action or obligation arising out of or relating to this Agreement Agreement, any Transaction Document or the Transactions, notwithstanding its representation (collectivelyor any continued representation) of the Company or other Waiving Parties, and each of Acquiror 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, breach of duty or any other objection arising therefrom or relating thereto. Acquiror and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to the Company after the Closing Date. Each of Acquiror and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or any member of the Waiving Party Group and its counsel, including Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), the attorney-client privilege without any waiver thereof. Acquiror and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company), in any Action Legal Proceeding against or involving any of Seller, Seller Parent or any of their respective Affiliates the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). The Privileged Communications may Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be used executed as of the date first written above by Seller, Seller Parent and/or any of their respective Affiliates in connection officers thereunto duly authorized. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2021, is made and entered into by and among [___], a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any dispute that relates to the transactions contemplated by person 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 entity who hereafter becomes a party to this Agreement or any pursuant to Section 5.2 of their respective Affiliates) after this Agreement, a “Holder” and collectively the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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“Holders”).

Legal Representation. Purchaser further (a) Buyer agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates Sellers (including Milbank Xxxxxxxxxx & Xxxxx, P.A., Ropes & Gray LLP), Xxxxx Xxxxx LLP and Seller, Seller Parent, Sidley Austin LLP) and the Transferred Entities and/or Company Members or their respective Affiliates that relate in any way to the transactions contemplated by Transaction, in each case to the extent protectable under Model Rule of Professional Conduct 1.6 or in connection with this Agreement other applicable Law governing privilege and client confidences (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent the Sellers and may be controlled by Seller and Seller Parent the Sellers and will not pass to or be claimed by Purchaser Buyer or any of its respective Affiliates (including, following the Closing, the Transferred EntitiesCompany Members). The Privileged Communications are the property of Seller and Seller Parentthe Sellers and, and from and after the Closing Closing, none of PurchaserBuyer, its Affiliates (including, following the Closing, the Transferred Entities), Company Members) or any Person purporting to act on behalf of or through Purchaser Buyer or such its Affiliates will seek to obtain such the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Purchaser, Buyer and its Affiliates (including, following the Closing, the Transferred Entities) Company Members), together with any of their respective Affiliates, successors or assigns assigns, further agree that no such party may use or rely on any of the Privileged Communications in any Action action against or involving any of Seller, Seller Parent the Sellers or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or the Sellers or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by Transaction or in connection with this AgreementAgreement or any of the Ancillary Agreements, which use shall constitute a waiver. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates dispute (b) Recognizing that Xxxxxxxxxx & Xxxxx, P.A., Ropes & Gray LLP, Xxxxx Xxxxx LLP and a third party (other than a party Sidley Austin LLP have acted as legal counsel to this Agreement or any of their respective Affiliates) the Sellers, and may be deemed to have acted as legal counsel to the Company Members prior to Closing, and that Xxxxxxxxxx & Xxxxx, P.A., Ropes & Gray LLP, Xxxxx Xxxxx LLP and Sidley Austin LLP intend to act as legal counsel to the Sellers after the Closing, Purchaser the Parties acknowledge that the Company Members have waived, on their own behalf, and its Affiliates Xxxxx hereby waives, any conflicts that may assert arise in connection with Xxxxxxxxxx & Xxxxx, P.A., Ropes & Gray LLP, Xxxxx Xxxxx LLP and Sidley Austin LLP representing the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following Sellers after the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.

Legal Representation. Purchaser further Parent hereby agrees thaton behalf of its directors, as to all communications between members, partners, officers, employees and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLPafter the Closing, the Company), and Seller, Seller Parenteach of their respective successors and assigns (all such parties, the Transferred Entities and/or “Waiving Parties”), that White & Case LLP (or any successor) may represent the holders of Company Interests, the Company, any Subsidiary of the Company or any of their respective directors, members, partners, officers, employees or Affiliates that relate (collectively, the “Waiving Party Group”), in any way to the transactions contemplated by or each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representation (collectivelyor any continued representation) of the Company or other Waiving Parties, and each of Parent 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, 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 White & Case LLP provides legal services to the Company after the Closing Date. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or any member of the Waiving Party Group and its counsel, including White & Case LLP, made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or 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 Amalgamation, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), the attorney-client privilege without any waiver thereof. Parent and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (includingCompany, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the 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, Subsidiaries, successors or assigns further assigns, agree that no such party Person may use or rely on any of the Privileged Communications Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company), in any Action Legal Proceeding 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) Parties after the Closing, Purchaser and its Affiliates may Parent and the Company agree not to assert that any privilege has been waived as to the attorney-client privilege to prevent disclosure Privileged Communications, whether located in the records or email server of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates the Company or otherwise (including, following including in the Closing, knowledge of the Transferred Entities) may waive such privilege without officers and employees of the prior written consent of Seller and Seller ParentCompany).

Legal Representation. Purchaser further agrees that(a) The parties hereto acknowledge and agree, as to all communications between on their own behalf and among all counsel for Selleron behalf of their respective Representatives and Affiliates that the Company is the client of Xxxxxxxx & Xxxxxxxx LLP (“MoFo”) and not any of the Equityholders. After the Closing, Seller Parent, it is possible that MoFo will represent one or more Equityholders and/or the Transferred Entities and/or Agent and their respective Affiliates (including Milbank LLP), and Seller, collectively the “Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or Group”) in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege Merger and the expectation of client confidence Transactions as well as with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser Xxxxxx Matter. Each of the parties hereto agree that MoFo (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 Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), successor) may represent all 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 portion of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following Seller Group in 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 future in connection with issues that may arise under this Agreement and any dispute issues that relates are substantially related to this Agreement, as well as the Xxxxxx Matter. The parties consent to the transactions possible representation contemplated in this Section 9.12 and waive any conflict of interest that may arise solely by or virtue of MoFo having represented the Company in connection with the Merger and the Transactions, as well as the Xxxxxx Matter. Each party will cause its respective Affiliates to consent to the possible representation contemplated in this AgreementSection 9.12 and to waive any conflict of interest that may arise from such representation solely by virtue of MoFo having represented the Company in connection with the Merger and the Transactions as well as the Xxxxxx Matter. Notwithstanding the foregoing, in The parties acknowledge that such consent and waiver is voluntary and that such parties have consulted with counsel or have been advised they should provide such consent. (b) In the event that a dispute arises between Purchaser Parent, the Surviving Company or any of its Affiliates their respective Affiliates, on the one hand, and a third party (Person other than a party to this Agreement or its Affiliates, on the other hand, after the Closing, Parent, the Surviving Company and any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege or withhold confidential communications to prevent disclosure to such third-party of Privileged all communications among MoFo and the Seller Group that relate in any way to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions (the “Transaction Communications”) and the Xxxxxx Matter, and that in such circumstances the attorney-client privilege with respect to the Transaction Communications and the Xxxxxx Matter shall belong to Parent and may be controlled by counsel Parent with respect to such third partyparty(ies); provided, provided however, that neither Purchaser nor its Affiliates (includingParent covenants and agrees, following the Closingnot to assert such attorney-client privilege or confidential communications against, or withhold such confidential communications from, the Transferred Entities) may waive Seller Group or MoFo (in the case of MoFo, to the extent MoFo is representing any member of the Seller Group in such privilege without the prior written consent of Seller and Seller Parentdispute).

Legal Representation. Purchaser Parent, Merger Sub and the Company hereby agree that, in the event that a dispute arises after the Closing between Parent and the Surviving Corporation, on the one hand, and the Holders’ Representative and the Indemnifying Parties, on the other hand, Fenwick & West LLP (“Fenwick”) may represent the Holders’ Representative and the Indemnifying Parties in such dispute even though the interests of the Holders’ Representative and the Indemnifying Parties may be directly adverse to Parent, the Surviving Corporation or any of their respective Subsidiaries; provided that this sentence shall not apply if Fenwick is handling ongoing matters for Parent, the Surviving Corporation or any of their respective Affiliates. Parent further agrees that, as to all communications between among Fenwick and among all counsel for Seller, Seller Parenteither the Holders’ Representative or the Converting Holders (in their capacities as such) (individually and collectively, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, “Seller Parent, the Transferred Entities and/or their respective Affiliates Group”) that relate in any way exclusively to the negotiation of the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)Agreement, the attorney-client privilege and the expectation of client confidence with respect belongs solely to the Privileged Communications belongs to Seller and Seller Parent Group and may be controlled only by the Seller and Seller Parent Group and will not pass to or be claimed by 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 Closing none of Purchaser, its Affiliates (including, following the Closing, the 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 AgreementSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent or any of its Affiliates the Surviving Corporation, on the one hand, and a third party (Person other than a party to this Agreement or any of their respective Affiliates) Agreement, on the other hand, after the Closing, Purchaser Parent or Surviving Corporation may access the information described herein to the extent it or they believe reasonably necessary to defend the dispute and its Affiliates may assert the attorney-client any applicable privilege or protection on behalf of Seller Group to prevent the disclosure of Privileged Communications by counsel such information to such third party, person; provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) Parent or Surviving Corporation may not waive such privilege without the prior written consent of Seller and Seller Parentthe Holders’ Representative, which consent will not be unreasonably withheld. The parties agree that nothing herein shall be deemed or construed as a waiver of any applicable privileges or protections that may be asserted with respect to the information as against any third person in connection with any third party Legal Proceeding.

Legal Representation. Purchaser further agrees thatParent hereby agrees, as to on its own behalf and on behalf of its Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (all communications between and among all counsel for Seller, Seller Parentsuch parties, the Transferred Entities and/or “Waiving Parties”), that Pxxxxx Xxxxxx and Gxxxxxx Procter LLP (or any successor thereof) (the “Law Firm”) may represent the Stockholder Representative, the Company Stockholders and each of their respective Affiliates (including Milbank LLP), individually and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged CommunicationsSeller Group”), on the attorney-client privilege one hand, and the expectation Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of client confidence this Agreement, the other agreements contemplated hereby and the consummation of the Merger and thereby (such representation, the “Current Representation”), and the Law Firm may represent the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in each case in connection with respect any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Sections 1.8, 1.9 and 1.10 and Article 6, any agreements contemplated by this Agreement or the Privileged Communications belongs to Seller Merger or thereby (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of the Company, its Subsidiaries, and Seller Parent on behalf of itself and may be controlled by Seller the Waiving Parties hereby consents thereto and Seller Parent irrevocably waives (and will not pass assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent acknowledges that the foregoing provision applies whether or not the Law Firm provides legal services to or be claimed by Purchaser the Company 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 Subsidiaries after the Closing none of PurchaserDate. Parent, its Affiliates (includingfor itself and the Waiving Parties, following hereby irrevocably acknowledges and agrees that all communications between the ClosingSeller Group and their counsel, including the Transferred Entities)Law Firm, 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 Merger, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel and neither Parent, nor any Person purporting to act on behalf of or through Purchaser Parent or such Affiliates any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver Parent shall and shall cause the Company to, on behalf of itself and the Waiving Parties, waive and not assert any attorney-client privilege or through other means. Purchaser, with respect to any communication between the Law Firm and its Affiliates (including, following any Person in the Closing, Seller Group occurring during 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 Current Representation 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) after the Closing, Purchaser and its Affiliates may assert the attorneyPost-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentClosing Representation.

Legal Representation. Purchaser further agrees that(a) Buyer hereby agrees, as to on its own behalf and on behalf of its Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (all communications between and among all counsel for Seller, Seller Parentsuch parties, the Transferred Entities and/or “Waiving Parties”), that (a) both Xxxxx Xxxxx Xxxx LLC (or any successor) (“FBT”) and Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (or any successor) (“Xxxxxx”) may represent Sellers’ Representative, any Seller and each of their respective Affiliates (including Milbank LLP), individually and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged CommunicationsSeller Group”), on the attorney-client privilege one hand, and the expectation Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of client confidence this Agreement, the other agreements contemplated hereby and the consummation of the Contemplated Transactions and transactions contemplated thereby (such representation, the “Current Representation”), and (b) FBT and/or Xxxxxx may represent the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in each case in connection with respect any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Article IX, any agreements contemplated by this Agreement or the Privileged Communications belongs to Seller Contemplated Transactions or transactions contemplated thereby (any such representation, the “Post-Closing Representation”) notwithstanding Current Representation (or any continued representation) of the Companies, and Seller Parent Buyer, on behalf of itself and may be controlled by Seller the Waiving Parties, hereby consents thereto and Seller Parent irrevocably waives (and will not pass to or be claimed by Purchaser assert) any conflict of interest or any objection arising therefrom or relating thereto. Buyer, on behalf of its Affiliates (includingitself and the Waiving Parties, following the Closingacknowledges that such consent and waiver is voluntary, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parentthat it has been carefully considered, and from and that it has consulted with counsel or has been advised it should do so in connection herewith. (b) Buyer acknowledges that the foregoing provision applies whether FBT or Xxxxxx provides legal services to any Company after the Closing none of PurchaserDate. Buyer, its Affiliates (includingfor itself and the Waiving Parties, following hereby irrevocably acknowledges and agrees that all communications between the ClosingSeller Group and FBT and/or Xxxxxx made in connection with the negotiation, the Transferred Entities)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 Contemplated Transactions or transactions contemplated thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group, FBT and/or Xxxxxx, as applicable, and neither Buyer, nor any Person purporting to act on behalf of or through Purchaser Buyer or such Affiliates any of the Waiving Parties, will seek to obtain such Privileged Communicationsthe same by any process. From and after the Closing, whether by seeking a waiver Buyer shall and shall cause the Companies to, on behalf of itself and the Waiving Parties, waive and not assert any attorney-client privilege or through other means. Purchaser, with respect to any communication between FBT and/or Xxxxxx and its Affiliates (including, following any Person in the Closing, Seller Group occurring during 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 Current Representation in connection with any dispute that relates Post-Closing Representation of the Seller Group. Accordingly, the Waiving Parties shall not have access to, or any property interest in, any of the files of FBT or Xxxxxx relating to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Current Representation or any Post-Closing Representation of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 ParentGroup.

Legal Representation. Purchaser further agrees (a) It is acknowledged by each of the Parties hereto that the Seller has retained Xxxxxxxx & Xxxxxx LLP, Xxxxxx & Xxxxxxx LLP, and Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx, LLP (collectively, “Seller’s Counsel”) to act as their counsel in connection with the transactions contemplated hereby and that Seller’s Counsel has not acted as counsel for any other Party to this Agreement in connection with the transactions contemplated hereby and that none of the other Parties to this Agreement has the status of a client of Seller’s Counsel for conflict of interest or any other purposes as a result thereof. The Parties hereby agree that, in the event that any dispute, or any other matter in which the interests of any Seller Person, on the one hand, and Buyer or any of Buyer’s Affiliates, on the other hand, are adverse, arises after the Closing, Seller’s Counsel may represent any Seller Person in such dispute even though the interests of Seller Persons may be directly adverse to Buyer, and even though Seller’s Counsel formerly may have represented the Seller Entities in any matter substantially related to such dispute. (b) It is acknowledged by each of the Parties hereto that the Buyer has retained Xxxxxxx & L’Altrelli, Attorneys At Law, Xxxxxxxxx Xxxxxxx, LLP/ Xxxxxxxxx Xxxxxxx, P.A., and Xxxxxx & Xxxx, L.P. (collectively, “Buyer’s Counsel”) to act as their counsel in connection with the transactions contemplated hereby and that Xxxxx’s Counsel has not acted as counsel for any other Party to this Agreement in connection with the transactions contemplated hereby and that none of the other Parties to this Agreement has the status of a client of Buyer’s Counsel for conflict of interest or any other purposes as a result thereof. The Parties hereby agree that, in the event that any dispute, or any other matter in which the interests of any Seller Person, on the one hand, and Buyer or any of Buyer’s Affiliates, on the other hand, are adverse, arises after the Closing, Buyer’s Counsel may represent Buyer or any of Buyer’s Affiliates in such dispute even though the interests of Buyer or any of Buyer’s Affiliates may be directly adverse to any Seller Person, and even though Xxxxx’s Counsel formerly may have represented Buyer or any of Buyer’s Affiliates in any matter substantially related to such dispute. (c) The Parties and their respective Affiliates, including following the Closing with respect to the Buyer and the Seller Entities and their respective Affiliates, acknowledge and agree that, in connection with any future disputes, lawsuits, actions, proceedings, investigations or other matters, including any dispute between Buyer or any of Buyer’s Affiliates, on the one hand, and any Seller Person, on the other hand, solely with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, (i) as to all communications between among Seller’s Counsel and among all counsel for any Seller Person in each case with Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)’s Counsel, the attorney-client privilege privilege, attorney work product protection and the expectation of client confidence with respect belongs solely to the Privileged Communications belongs to Seller and Seller Parent Seller, and may be controlled by the Seller Person, and Seller Parent and will shall not pass to or be claimed by Purchaser Buyer or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller ParentAffiliates, and from (ii) as to all communications among Buyer’s Counsel and after the Closing none of Purchaser, any Buyer and its Affiliates (includingand Representatives in each case with Xxxxx’s Counsel, following the Closing, the 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. Purchaserprivilege, attorney work product protection and the expectation of client confidence belongs solely to the Buyer, and may be controlled by the Buyer and/or its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective Affiliates, successors and shall not pass to or assigns further agree that no be claimed by any Seller Person. Accordingly, Buyer and Xxxxx’s Affiliates shall not have access to any such party may use communications, or rely on any of to the Privileged Communications in any Action against or involving any files of Seller’s Counsel, whether or not the Closing occurs, and Seller Parent and Seller’s Affiliates shall not have access to any such communications, 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 files of Buyer’s Counsel, whether or in connection with this Agreementnot the Closing occurs. Notwithstanding Without limiting the generality of the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates upon and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the Seller’s Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client privilege communications or files to prevent disclosure Buyer by reason of Privileged Communications any attorney-client relationship between Seller’s Counsel and any Seller Person or otherwise, and Xxxxx’s Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any Seller Person by counsel to such 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 reason of Seller any attorney-client relationship between Xxxxx’s Counsel and Seller ParentXxxxx and/or any Affiliate thereof or otherwise.

Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller ParentFollowing consummation of the transactions contemplated hereby, the Transferred Entities and/or Company and its Subsidiaries' current and former legal counsel (including K&E LLP) (each, "Company Counsel") may serve as counsel to each and any of the Representative, the Stockholders, the Optionholders and their respective Affiliates Non‑Recourse Parties, 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 or any continued representation of any other Person (including Milbank LLPthe Representative, Ontario Teachers' Pension Plan Board and their respective Affiliates), and Seller, Seller Parenteach of the parties hereto (on behalf of itself and each of its Non‑Recourse Parties) consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of the Representative, the Transferred Entities and/or Stockholders, the Optionholders and their respective Affiliates Non‑Recourse Parties shall be solely that relate of any such 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 Company or any of its Subsidiaries in any matter relating in any way to Ontario Teachers' Pension Plan Board's and its Affiliates' pre-Closing ownership of or investment in the Company or in connection with the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”)"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 attorney-client privilege Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (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, the Merger Sub and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates Company (including, following after the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred EntitiesSurviving Corporation), 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 assigns, agree that no such party may use or rely on any of the Privileged Communications Materials in any Action action or claim against or involving any of Seller, Seller Parent the parties hereto or any of their respective Non‑Recourse Parties after the Closing, and the Representative, Ontario Teachers' Pension Plan Board and their respective Affiliates shall have the right to assert any of the Privileges against the Company (including, after the Closing, the Surviving Corporation) and its Subsidiaries. The Company (including, after the Closing, the Surviving Corporation) further agrees that, on its own behalf and on behalf of its Subsidiaries, any Company Counsel's retention by the Surviving Corporation or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of 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 Surviving Corporation shall cause each of its Affiliates future direct and a third party (other than a party indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement or to fulfill and comply with the terms of this Section 10.13 and take any of their respective Affiliates) after and all other steps necessary to effect the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such 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 Parentagreements in this Section 10.13.