Common use of Legal Representation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Legal Representation. The Parties Parent (on its own behalf and on behalf of its Affiliates and the Surviving Entity) and Stockholders agree that, notwithstanding the fact that EGS may haveany current or prior representation of any Stockholders by Hassan and Cables, prior LLC ("H+C"), H+C shall be allowed to Closing, jointly represented the Purchaser, Merger Subrepresent any Stockholder or such Stockholder’s Affiliates in any matters and disputes adverse to Parent, the Purchaser Representative and/or Company, or the Sponsor Surviving Entity that either is existing on the date hereof or that arises in connection with the future and, in each case, relates to this Agreement, the Ancillary Documents and any Transaction Document, or the transactions contemplated hereby or thereby. Parent (on behalf of itself and therebythe Company) hereby (a) waives any claim that it has or may have that H+C has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, and has also represented in the Purchaser and/or its Affiliates in connection event that a dispute arises with respect to matters other than the transaction that is the subject of related to this Agreement, EGS will be permitted in any Transaction Document, or the futuretransactions contemplated hereby or thereby after the Closing between Parent or the Surviving Entity, after Closingon the one hand, to and the Stockholders or any of their respective Affiliates, on the other hand, H+C may represent the Sponsor, the Purchaser Representative Stockholders or their respective Affiliates in connection with matters in which such Persons are dispute even though the interests of such Person(s) may be directly adverse to Parent or the Purchaser or any of its Affiliates, including any disputes arising out ofSurviving Entity and even though H+C may have represented the Company in a matter substantially related to such dispute, or related to, handled matters for the Company at any time prior to the Closing. Parent (on behalf of itself and the Surviving Entity) and Stockholders each further agree that (x) any and all documents in H+C’s files which constitute attorney-client privileged communications or attorney work-product relating to this Agreement. The , any Transaction Document or the transactions contemplated hereby or thereby, in each case, relating to periods prior to the Closing which constitute attorney-client privileged communications or attorney work-products shall be the property of and shall be retained by H+C and shall not be delivered to Parent or the Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, Agreement and (y) as to waive (all privileged communications among H+C and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or its Affiliates and representatives, that relate in any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related way to this Agreement or to any prior representation the transactions contemplated by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative this Agreement or any of their respective Affiliates. The Parties acknowledge and agree thatthe Transaction Documents, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Stockholders and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Stockholders and shall not pass to or be claimed by Purchaser the Parent or the Surviving Corporation; providedEntity. Notwithstanding the foregoing, further, in the event that nothing contained herein shall be deemed to be a waiver by dispute arises between the Purchaser Parent or the Surviving Entity or any of its their respective Affiliates (includingor Subsidiaries and a third party other than a party to this Agreement, after the Effective Time, Parent and the Surviving Corporation and its Affiliates) Entity, including on behalf of any applicable privileges or protections that can or the Company as to matters prior to Closing, may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by H+C to such communications to any third party; provided, however, that neither the Parent nor the Surviving Entity may waive such privilege without the prior written consent of the Stockholders.

Legal Representation. The Parties agree that(a) Notwithstanding that the Company has been represented by Xxxxxx LLP (the “Firm”) in the preparation, notwithstanding negotiation and execution of the fact Transaction Agreements, each of Acquiror and the Company agrees that EGS may have, prior to after the Closing, jointly represented the PurchaserFirm may represent the Equityholder Representative, Merger SubEquityholders and/or their Affiliates in all matters related to the Transaction Agreements, including in respect of any indemnification claims pursuant to the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Transaction Agreements. Each of Acquiror and the transactions contemplated Company hereby acknowledges, on behalf of itself and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any disputes conflict arising out of, or related to, this Agreement. The Company of such future representation. (b) Each of Acquiror and the Seller RepresentativeCompany hereby acknowledges, who are or have on behalf of itself and its Affiliates, that the right to be Firm has represented by independent counsel the Company in connection with the transactions contemplated by this the Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) . Such parties agree that any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, attorney work-product protection and expectation of client confidence attaching to any communications involving attorney-client confidences between the Sponsor Firm and the Purchaser Representative shall be deemed Company solely in connection with the clients transactions contemplated by the Agreement, the evaluation of EGS with respect to the transactions contemplated by the Agreement, and the negotiation, documentation, preparation, execution and performance delivery of this Agreement and the Ancillary Documents. All such communications shall remain privileged Transaction Agreements (the “Pre-Signing Communications”), and all Pre-Signing Communications shall, after the Closing Closing, belong to and be controlled solely by the privilege Equityholders, and may only be waived by the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Equityholder Representative, shall be controlled by on behalf of the Sponsor and Equityholders. To the Purchaser Representative and shall not pass to or be claimed by Purchaser extent that Acquiror or the Surviving Corporation; providedCompany receives or takes physical possession of any Pre-Signing Communications after the Closing, furthersuch physical possession or receipt shall not, that nothing contained herein shall in any way, be deemed to be a waiver by the Purchaser Affiliates or the Equityholder, or any other Person, of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections described in this Section 10.15. (c) In the event that can a dispute arises between: (i) Acquiror or the Company; and (ii) a third party other than the Equityholders, Acquiror or the Company may be asserted in their sole discretion: (A) assert attorney-client privilege to prevent disclosure of any privileged materials to such communications to any third partyparty by the Firm and the Firm shall not disclose such information; or (B) waive such privilege.

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

Legal Representation. The Parties agree that, notwithstanding (a) In any dispute or proceeding arising after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Effective Time under or in connection with this AgreementAgreement or any other agreement contemplated hereby, the Ancillary Documents parties agree that any of the Stockholders or the Optionholders shall have the right, at their election to retain the firm of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) to represent them in such matter, and Parent and the transactions contemplated Surviving Corporation (on behalf of themselves, their respective Affiliates, directors, officers, employees and representatives and their respective successors and assigns) hereby irrevocably waive and therebyconsent to any such representation in any such matter. (b) Each of the parties further agrees that, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, as to represent the Sponsorall privileged communications among Xxxxx Xxxxx, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or Company, any of its AffiliatesSubsidiaries and any Stockholder and any Optionholder, including as to which any disputes arising out ofof them was a client of Xxxxx Xxxxx, or each of them retains all rights to any evidentiary privileges, subject to the privilege law of the applicable jurisdiction related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with joint representation. (c) If the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates other agreements contemplated hereby are consummated, (including, after the Effective Time, i) the Surviving Corporation and its AffiliatesSubsidiaries shall have no right of access to or control over any of Fried Frank’s records related to such transactions; and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. The Company and its Subsidiaries, Parent and Merger Sub agree that no waiver of any applicable privileges attorney-client, work product or protections that can other privilege shall result if such material is allowed to remain in the files of the Company or may be asserted to prevent disclosure its Subsidiaries. (d) In the event of any such communications to a claim brought by any third party, it is the intention of the parties that all applicable attorney client, work product and other privileges continue to inure to the benefit of all persons and entities who held such privileges at the time any privileged communications occurred, and that any such privileged communication may be disclosed to third parties only with the consent of all parties entitled to invoke privilege at the time the communication was made. The Surviving Corporation shall be deemed the successor in interest to the Company for this purpose. If any party receives a formal or informal demand for a communication which that party reasonably believed to subject to a claim of privilege in favor of any other party, the party that receives the demand shall promptly notify any other party reasonably believed to have a right to claim such a privilege and the parties shall use best efforts to resist any attempt by the third party to breach such claim of privilege.

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

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

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

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

Legal Representation. The (a) Each of the parties to this Agreement acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Akerman LLP (collectively, “Existing Counsel”) has acted as counsel for an Affiliate of the Seller Parties agree that, notwithstanding and may have acted as counsel for Seller Parties (including the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Transferred Entities) in connection with this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby Transactions (the “Acquisition Engagement”). (b) Each of the parties to this Agreement acknowledges and thereby, and has also represented agrees that all confidential communications between a member of the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject Seller Group or any of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to (including the Purchaser Transferred Entities), on the one hand, and any Existing Counsel or internal counsel of the Seller Group or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and on the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeother hand, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more the course of the SponsorAcquisition Engagement, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or and any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attendant attorney-client privilege, the Sponsor attorney work product protection, and the Purchaser Representative expectation of client confidentiality applicable thereto, shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Seller Parties and the Purchaser Representativetheir retained Affiliates, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser claimed, held, or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver used by the Purchaser or any of its Affiliates (including, including the Transferred Entities) upon or after the Effective TimeClosing. Accordingly, the Surviving Corporation Purchaser shall not have access to any such communications, or to the files of any Existing Counsel or such internal counsel 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 any Existing Counsel or such internal counsel in respect of the Acquisition Engagement constitute property of the client, only the Seller Parties and their respective 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 the Purchaser or any of its Affiliates or any Transferred Entity by reason of any attorney-client relationship between Existing Counsel and the Transferred Entities or otherwise. If and to the extent that, at any time subsequent to Closing, the Purchaser or any of its Affiliates shall have the right to assert or waive any attorney-client privilege with respect to any communication between a member of the Seller Group or its Affiliates and Existing Counsel or such internal counsel that occurred at any time prior to the Closing, the Purchaser, on behalf of itself and its Affiliates and the Transferred Entities shall be entitled to waive such privilege only with the prior written consent of the Seller Parties. (c) Each of the parties to this Agreement acknowledges and agrees that any Existing Counsel may represent or continue to represent the Seller Parties or any of their respective Affiliates in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates expressly: (i) consents to each Existing Counsel’s representation of the Sellers and any of their respective Affiliates in any matter, including any post-Closing matter in which the interests of the Purchaser or any of its Affiliates (including the Transferred Entities), on the one hand, and the Seller Parties or any of their respective 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 Parties or any of its Affiliates; and (ii) consents to the disclosure by each Existing Counsel to the Seller Parties or any of their respective Affiliates of any information learned by such Existing Counsel in the course of its representation of the Seller Parties or any of their respective 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) The 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 or the Transferred Entities by such Existing Counsel in connection with the Acquisition Engagement. (e) The Transferred Entities and the Purchaser and its Affiliates that acquire the Purchased 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 the Purchaser or the Transferred Entities 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) The Purchaser and the Seller Parties consent to the arrangements in this Section 11.11 and agree to take, and to cause their respective controlled Affiliates to take, all steps necessary to implement the intent of any applicable privileges this Section 11.11 and not to take or protections cause their respective controlled Affiliates to take positions contrary to the intent of this Section 11.11. The Purchaser and the Seller Parties further agree that can or may be asserted to prevent disclosure each Existing Counsel is a third-party beneficiary of any such communications to any third partythis Section 11.11.

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

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, Merger Sub and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (b) Recognizing that each of Xxxxxxxx & Xxxxx LLP and Xxxxxxxx & Xxxxx International LLP (collectively, “K&E”) has acted as legal counsel to Sellers, their Affiliates and the Target Companies prior to the Closing, and that K&E intends to act as legal counsel to Sellers and their Affiliates after the Closing, Purchaser, Pubco and the Company (on its own behalf and on behalf of each Target Company) hereby waives, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with K&E representing Sellers and/or their Affiliates after the Closing as such representation may relate to Purchaser, any Target Company or any of the transactions contemplated by this Agreement or any of the Ancillary Documents. All communications involving attorney-client confidences between any Seller, any of its Affiliates or any Target Company and K&E in the course of the preparations, planning, negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Sellers. Accordingly, the Target Companies shall not have access to any such communications, or to the files of K&E 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 sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Companies shall be a holder thereof, (ii) to the extent that files of K&E in respect of such engagement constitute property of the client, only Sellers (and not the Target Companies) shall hold such property rights and (iii) K&E shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Target Companies by reason of any attorney-client relationship between K&E and any of the Target Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Target Companies or any of their Affiliates and a third party (other than a Party or any of its Affiliates) after the Closing, the Target Companies may assert the attorney-client privilege to prevent disclosure of confidential attorney-client communications by K&E to such third party.

Legal Representation. The Parties agree that(a) Each of the parties to this Agreement acknowledges and agrees that (i) Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, notwithstanding LLP, (ii) Cravath, Swaine & Xxxxx LLP, (iii) Xxxxxx Xxxxx and (iv) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (collectively, “Existing Counsel”) may have acted as counsel for Parent, any of the fact that EGS may have, prior to Closing, jointly represented other Sellers or the Purchaser, Merger Sub, the Purchaser Representative Business Companies and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters this Agreement and the Transactions (the “Acquisition Engagement”). (b) Each of the parties to this Agreement acknowledges and agrees that all confidential communications between Parent, any of the other Sellers or the Business Companies and/or their respective Affiliates, on the one hand, and Existing Counsel, on the other hand, in which the course of the Acquisition Engagement, and any attendant attorney-client privilege, attorney work product protection and expectation of client confidentiality applicable thereto, shall be deemed to belong solely to Parent, and shall not pass to or be claimed, held or used by Buyer or the Business Companies or any of their respective Subsidiaries after the Closing. Accordingly, Buyer shall not have access to any such Persons are adverse communications, or to the Purchaser files of Existing Counsel relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, after the Closing, (i) to the extent that files of Existing Counsel in respect of the Acquisition Engagement constitute property of the client, only Parent and its Affiliates (other than the Business Companies) 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 Buyer or the Business Companies or any of their respective Subsidiaries by reason of any attorney-client relationship between Existing Counsel and Parent or otherwise. If and to the extent that, at any time after the Closing, Buyer or any of its AffiliatesAffiliates (including after the Closing, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or Business Companies) shall have the right to be represented by independent counsel in connection assert or waive any attorney-client privilege with the transactions contemplated by this Agreementrespect to any communication between Parent, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, other Sellers or the Purchaser Representative Business Companies or any of their respective Affiliates and Existing Counsel that occurred at any time prior to the Closing, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Business Companies or any of their Subsidiaries), shall be entitled to waive such privilege only with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Each of the parties to this Agreement acknowledges and agrees that Existing Counsel may continue to represent Parent or its Affiliates in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Business Companies and any of their Subsidiaries), expressly: (i) consents to Existing Counsel’s representation of Parent or any of its Affiliates in any matter, including any post-Closing matter in which the interests of such Person are adverse to Buyer or the interests of the Purchaser, the Company and/or the Seller Representative Business Companies or any of their respective Affiliates, on the one hand, and Parent or its Affiliates, on the other hand, are adverse, including any matters matter relating to the Transactions, and whether or not such matter is one in which Existing Counsel may have previously advised Parent or its Affiliates; and (ii) consents to the disclosure by Existing Counsel to Parent or its Affiliates of any information learned by Existing Counsel in the course of its representation of Parent, any of the other Sellers or the Business Companies and/or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection or Existing Counsel’s duty of confidentiality. Notwithstanding the foregoing, after the Closing, (i) neither Parent nor its Affiliates shall reveal or disclose any attorney-client communications or files or waive any attorney-client privilege between Existing Counsel and the Business Companies or attorney-client privilege that arise out otherwise would have been held by the Business Companies other than in connection with the enforcement or defense of Parent’s rights or obligations under this Agreement or the other Transaction Documents and (ii) in the event of a dispute between Buyer and its Affiliates (including the Business Companies), on the one hand, and a Person other than Parent and its Affiliates, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of such communications or files by Existing Counsel, Parent and its Affiliates to such Person; provided, however, that are substantially related Buyer may not waive such privilege without the prior written consent of Parent. (d) After the Closing, the Business Companies and their Subsidiaries shall cease to this Agreement or have any attorney-client relationship with Existing Counsel, unless and to any prior representation the extent Existing Counsel is specifically engaged in writing by EGS of the Purchaser, Merger SubBuyer, any Sponsor, the Purchaser Representative Business Company or any of their respective AffiliatesSubsidiaries to represent such company after the Closing. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All Any such communications shall remain privileged representation by Existing Counsel after the Closing shall not affect the foregoing provisions hereof. (e) Buyer and the privilege and the expectation of client confidence relating thereto shall belong solely Parent consent to the Sponsor arrangements in this Section 9.16 and agree to take, and to cause their Affiliates to take, steps reasonably necessary to implement the Purchaser Representative, shall be controlled by intent of this Section 9.16 and not to take or cause their Affiliates to take positions contrary to the Sponsor intent of this Section 9.16. Buyer and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, Parent further agree that nothing contained herein shall be deemed to be each Existing Counsel is a waiver by the Purchaser or any third-party beneficiary of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis Section 9.16.

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

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

Legal Representation. The Parties agree that(a) Recognizing that Xxxxxx Xxxxxx LLP, notwithstanding Cravath, Swaine & Xxxxx LLP, Xxxxxxxx Xxxxxx XXX, Morris, Xxxxxxx, Arsht & Xxxxxxx LLP, Xxxxxxxxx Xxxxxx Xxxxxx LLP and/or Telecommunications Law Professionals, PLLC (each, a “Law Firm” and collectively, the fact that EGS may have“Law Firms”) have acted as legal counsel to Parent, Seller and/or their Subsidiaries or the Seller Independent Directors for various matters prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor including in connection with this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby and thereby(collectively, the “Pre-Closing Engagements”), and has also represented the Purchaser and/or its Affiliates in that connection with matters not as counsel for any other than the transaction that is the subject of this AgreementPerson, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser including Buyer or any of its Affiliates, including any disputes arising out ofonly Parent, or related toSeller, this Agreement. The Company their respective Subsidiaries (other than the Acquired Companies) and the Seller RepresentativeIndependent Directors shall be considered clients of the Law Firms for purposes of the Pre-Closing Engagements. In connection with any matter, who are including anything related to the transactions contemplated hereby or any disagreement or dispute in connection therewith or any other matter relating to a Pre-Closing Engagement, the Parties agree that Parent, Seller and the Seller Independent Directors shall each have the right right, at its election, to retain the Law Firms after the Closing to represent it and its Affiliates in such matter, and Buyer (on behalf of itself and its Affiliates and Representatives) hereby agrees, and agrees to cause the Acquired Companies to agree, to irrevocably waive and consent to any such representation in any such matter. Without limiting the generality of the foregoing, after the Closing, the Law Firms shall be represented by independent counsel permitted to represent Parent, Seller, any of their Affiliates or Representatives or the Seller Independent Directors, in connection with any negotiation, transaction or dispute (where “dispute” includes litigation, arbitration or other adversarial proceedings) with Buyer, the Acquired Companies or any of their respective Affiliates or Representatives relating to any Pre-Closing Engagements, including indemnification claims or any other matter related to any Transaction Agreement or the transactions contemplated thereby. (b) Buyer, on behalf of itself and its Affiliates, further agrees that all communications in any form or format whatsoever between or among the Law Firms, Parent, Seller or any Acquired Company, or any of their respective Affiliates or Representatives or the Seller Independent Directors, that relate in any way to the negotiation, documentation and consummation of the transactions contemplated hereby or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned by this AgreementParent, Seller and/or the Seller Independent Directors, shall be controlled by Parent, Seller and/or the Seller Independent Directors and shall not pass to or be claimed by the Acquired Companies, Buyer or any of their respective Affiliates, and none of the Acquired Companies, Buyer or any of its respective Affiliates shall have access to any such Deal Communications, or to the files of the Law Firms relating thereto. For the avoidance of doubt, Buyer, on behalf of itself and its Affiliates, agrees that (i) none of Buyer, the Acquired Companies, or any of their respective Affiliates shall use or rely on any of the Deal Communications in connection with any dispute against or involving any of the Parties after the Closing and (ii) Parent, Seller, any of their respective Affiliates or the Seller Independent Directors may use and rely on any of the Deal Communications in connection with any dispute against or involving any of the Parties after the Closing. Buyer, on behalf of itself and its Affiliates, irrevocably waives and agrees not to assert any right it may have to discover or obtain information or documentation relating to the representation of Parent and/or Seller, any of their respective Affiliates or the Seller Independent Directors, by any Law Firm relating to any Deal Communications or any other matter related to any Transaction Agreement or the transactions contemplated thereby. Without limiting the generality of the foregoing, notwithstanding that an Acquired Company may be a client of a Pre-Closing Engagement, from and after the Closing, (i) Parent and/or Seller or the Seller Independent Directors shall be the sole holders of the attorney-client privilege with respect to Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) and the expectation of client confidence relating to any Deal Communications, and none of Buyer, the Acquired Companies, or any of their respective Affiliates shall be a holder thereof, (ii) to the extent that files of the Law Firms with respect to the transactions contemplated hereby would constitute property of Parent and/or Seller and their respective Subsidiaries or the Seller Independent Directors, only Parent and/or Seller or the Seller Independent Directors, respectively, shall hold such property rights, (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any Deal Communications or such files to Buyer, the Acquired Companies or any of their respective Affiliates by reason of any attorney-client relationship between the Law Firms and the Acquired Companies or otherwise and (iv) because it would be impracticable to remove from the records (including emails and other electronic files) of the Acquired Companies any Deal Communications, Xxxxx agrees, and agrees to cause its Affiliates, including the Acquired Companies, to agree, to use reasonable best efforts not to access, review or otherwise use, examine or rely upon such Deal Communications that may remain in advancethe records of the Acquired Companies, and 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 Acquired Companies. (c) Furthermore, in the event of a dispute between Parent or Seller or the Seller Independent Directors, on the one hand, and any of the Acquired Companies, on the other hand, arising out of or relating to any matter in which any Law Firm acted for them both, none of the attorney-client privilege, attorney work product protection, the expectation of client confidence or any other rights to any evidentiary privilege or protection will protect from disclosure to Parent, Seller or their Affiliates or Representatives or the Seller Independent Directors any information or documents developed or shared during the course of any Law Firm’s joint representation of Parent and Seller or the Seller Independent Directors, on the one hand, and the Acquired Companies, on the other hand. (d) Notwithstanding the foregoing, if the Acquired Companies, Buyer or any of their respective Affiliates intentionally or inadvertently come into possession of Privileged Deal Communications and in the event that a dispute arises between Buyer and any of the Acquired Companies or, on the one hand, and a Third Party (other than Parent, Seller or any of their respective Subsidiaries or the Seller Independent Directors), on the other hand, Buyer and any of the Acquired Companies may assert any applicable privilege or protection to prevent the disclosure of the Privileged Deal Communications to such Third Party; provided, however, that neither Buyer nor the Acquired Companies may waive such privilege or protection without the prior written consent of Parent and Seller or the Seller Independent Directors, as applicable (not to be unreasonably withheld, delayed or conditioned). In the event that Buyer or any of the Acquired Companies is legally required by Governmental Body or applicable Laws or otherwise to access, obtain or disclose a copy of all or a portion of such Deal Communications, Buyer shall and shall cause the Acquired Companies to promptly notify Parent and Seller or the Seller Independent Directors in writing (including by making specific reference to this Section 13.16) so that Parent and Seller or the Seller Independent Directors can seek a protective order and Buyer agrees to and shall cause the Acquired Companies to use all reasonable best efforts to assist therewith, at Parent, Seller or the Seller Independent Directors cost and expense, as applicable. (e) Each of Parent and Seller, on behalf of itself and its Affiliates and the Seller Independent Directors, and Buyer, on behalf of itself and its Affiliates, consent to the foregoing arrangements and waive (and agree to cause their respective Affiliates to consent to the foregoing arrangements and to waive) any actual or potential conflict of interest that may hereafter arise be involved in connection with EGS’s future any representation by the Law Firms permitted hereunder. Buyer shall not seek or have, and shall cause its Affiliates to refrain from seeking or having, the Law Firms disqualified from any such representation based on the prior representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled Acquired Companies by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyLaw Firms.

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

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

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

Legal Representation. The (a) It is acknowledged by each of the Parties agree that, notwithstanding that the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Company Entities and Seller have retained Xxxxxx & Xxxxxxx LLP and the transactions contemplated hereby legal departments of Seller and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement(collectively, EGS will be permitted in the future, after Closing, “Seller’s Counsel”) to represent the Sponsor, the Purchaser Representative or act as their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, and that Seller’s Counsel has not acted as counsel for any other Party in advance, to waive (connection with the transactions contemplated hereby and to cause their Affiliates to waive) that none of the other Parties has the status of a client of any actual or potential of Seller’s Counsel for conflict of interest or any other purposes as a result thereof. Seller and Buyer hereby agree that, in the event that may hereafter arise in connection with EGS’s future representation of one any dispute, or more of the Sponsor, the Purchaser Representative or their respective Affiliates any other matter in which the interests of Seller and its Affiliates, on the one hand, and Buyer and its Affiliates (including the Company Entities), on the other hand, are adverse, arises after the Closing between Buyer or the Company Entities, on the one hand, and Seller and its Affiliates, on the other hand, Seller’s Counsel may represent any or all of Seller and its Affiliates in such Person are adverse to dispute even though the interests of the Purchaser, Seller and its Affiliates may be directly adverse to Buyer or the Company and/or Entities, and even though Seller’s Counsel formerly may have represented the Seller Representative or Company Entities in any of their respective Affiliates, including any matters that arise out of this Agreement or that are matter substantially related to this Agreement or such dispute. (b) Seller and its Affiliates and Buyer and its Affiliates (including the Company Entities following the Closing with respect to any prior representation by EGS of the PurchaserBuyer), Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for in connection with any future disputes, lawsuits, actions, proceedings, investigations or other matters, including any dispute between Buyer, the purposes Company Entities or any of its or their respective Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, or with or between any other Persons, with respect to the transactions contemplated by this Agreement, (i) as to all communications among Seller’s Counsel, the Company Entities, Seller or any of its Affiliates, the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege attorney work product protection and the expectation of client confidence relating thereto shall belong belongs solely to Seller or its Affiliates (other than the Sponsor Company Entities), and the Purchaser Representative, shall may be controlled by Seller or its Affiliates (other than the Sponsor and the Purchaser Representative Company Entities), and shall not pass to or be claimed by Purchaser Buyer, the Company Entities, or any of their respective Affiliates 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, the Company Entities 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 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 Surviving Corporation; providedCompany Entities by reason of any attorney-client relationship between Seller’s Counsel and the Company Entities or otherwise. (c) If and to the extent that, furtherat any time subsequent to Closing, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingincluding the Company Entities) shall have the right to assert or waive any attorney-client privilege with respect to any communication between the Company Entities or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) Affiliates (including the Company Entities), shall be entitled to waive such privilege only with the consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySeller.

Legal Representation. The Parties agree that(a) Buyer waives and will not assert, notwithstanding and agrees to cause the fact that EGS may haveCompany and its Subsidiaries following the Closing to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of the Sellers or their respective Affiliates or any officer, employee or director of the Surviving Company or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by Xxxxx Xxxx & Xxxxxxxx LLP or Xxxxxxxxxx & Xxxxx P.A. (each, a “Seller Legal Counsel”) which represented the Sellers, the Company or any of their respective Affiliates prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Closing in connection with this Agreement, the Ancillary other Transaction Documents and the transactions contemplated hereby and therebythereby (the “Current Representation”) whether or not such Seller Legal Counsel also advised a Designated Person on other matters. Xxxxx represents that Xxxxx’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against any Seller Legal Counsel, and has also represented Xxxxx’s consent with respect to this waiver is fully informed. (b) Buyer acknowledges that any attorney-client privilege with respect to any communication between Seller Legal Counsel and any Designated Person occurring during the Purchaser and/or Current Representation shall be retained by the Sellers, and Xxxxx agrees that it will not assert, and will cause the Surviving Company and its Affiliates Subsidiaries not to assert, any attorney-client privilege with respect to any such communication in connection with matters other than any Post-Closing Representation, including in connection with a dispute with Buyer or, following the transaction that is Closing, with any of the subject Surviving Company or any of this Agreementits Subsidiaries. (c) In addition, EGS will be permitted if the Closing occurs, all of the client files and records in the futurepossession of any Seller Legal Counsel related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) the Sellers. In addition, Xxxxx (on behalf of itself and its Affiliates) agrees that it would be impractical to remove all attorney-client communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Surviving Company and its Subsidiaries) not to represent intentionally access, use or disclose to any other person any pre-Closing attorney-client communication (or portion thereof) remaining in the Sponsor, records of the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Surviving Company or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel Subsidiaries after Closing in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are a manner adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Sellers or any of its Affiliates (includingfor the avoidance of doubt, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any unless such communications to any third partyprivilege has been waived by such Seller).

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

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Akerman LLP (“Counsel”) may have, prior to the Closing, jointly represented the Purchaser, Merger SubParent and its Subsidiaries and Affiliates (collectively, the Purchaser Representative and/or the Sponsor “Parent Group”) in connection with this Agreement, the Ancillary other Transaction Documents and the transactions contemplated hereby and thereby, and also has also represented one or more members of the Purchaser and/or its Affiliates Parent Group in connection with matters other than the transaction transactions that is are the subject of this AgreementAgreement and the other Transaction Documents, EGS Counsel will be permitted in the future, after the Closing, to represent any member of the Sponsor, the Purchaser Representative or their respective Affiliates Parent Group in connection with matters in which such Persons are adverse to the Purchaser or any of its AffiliatesCompany Securityholders, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeSecurityholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents, 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 EGSCounsel’s future representation of one or more members of the Sponsor, the Purchaser Representative or their respective Affiliates Parent Group in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Securityholders or any of their respective Affiliates, including any matters that arise out of this Agreement or the other Transaction Documents or that are substantially related to this Agreement or the other Transaction Documents or to any prior representation by EGS Counsel of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Parent Group or any of their respective Affiliatesmember thereof. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Parent shall be deemed the clients client of EGS Counsel with respect to the negotiation, execution and performance of this Agreement and the Ancillary other Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeParent, shall be controlled by the Sponsor and the Purchaser Representative Parent and shall not pass to or be claimed by Purchaser or the Surviving Corporationany other Person; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates Parent Group (including, after the Effective TimeClosing, the Surviving Corporation Entity and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

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

Legal Representation. The Parties In any proceeding by or against Buyer, the Parent, the Company (after the Closing) or any Subsidiary (after the Closing) or any director, manager, officer, employee, stockholder or Affiliate of any of the foregoing (each, a “Buyer Party”) wherein any Buyer Party asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, Buyer and Parent agree thatin connection with such proceeding (a) that no Buyer Party or counsel therefor will move to seek disqualification of Xxxxx & Lardner, LLP (“Xxxxx”); (b) to waive any right any Buyer Party may have to assert the attorney-client privilege against Xxxxx or the Sellers’ Representative, any Seller or any of their respective Affiliates with respect to any communication with or information contained in Xxxxx’x possession or files; and (c) to consent to the representation of the Sellers’ Representative, any Seller or any of their respective Affiliates by Xxxxx, notwithstanding that Xxxxx has or may have represented the fact that EGS may haveSellers’ Representative, any Seller or any of their respective Affiliates (including the Subsidiaries) as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), negotiation, investigation, proceeding or action, prior to or after the Closing. This consent and waiver extends to Xxxxx’x representing the Sellers’ Representative, jointly represented the Purchaserany Seller or any of their respective Affiliates against any Buyer Party in litigation, Merger Sub, the Purchaser Representative and/or the Sponsor arbitration or mediation in connection with this Agreement, the Ancillary Documents and Agreement or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, by this Agreement. The Any privilege attaching as a result of Xxxxx’x representing the Company and the Seller Representative, who are or have the right to be represented by independent counsel any Subsidiary in connection with the transactions contemplated by this AgreementAgreement shall survive the Closing and shall remain in effect, hereby agreeprovided that such privilege from and after the Closing shall be assigned to and controlled by the Sellers’ Representative. In furtherance of the foregoing, in advance, each of the parties agrees to waive (and take the steps reasonably necessary to cause their Affiliates to waive) ensure that any actual privilege attaching as a result of Xxxxx representing the Company or potential conflict of interest that may hereafter arise any Subsidiary in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of transactions contemplated by this Agreement or that are substantially related shall survive the Closing, remain in effect and be assigned to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySellers’ Representative.

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

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction such proceeding (a) that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, neither the Purchaser Representative nor counsel therefor will move to seek disqualification of Seller Counsel, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against Seller Counsel or the Seller or any of their respective Affiliates with respect to any communication or information contained in connection with matters in which such Persons are adverse Seller Counsel’s possession or files and (c) to consent to the Purchaser representation of the Seller and its Affiliates by Seller Counsel, notwithstanding that Seller Counsel has or may have represented the Seller or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to Seller Counsel representing the Seller against the Purchaser or its Subsidiaries in advancelitigation, to waive (and to cause their Affiliates to waive) any actual arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of this Agreement or the transactions contemplated by this Agreement. In addition, all communications between the Seller, on the one hand, and Seller Counsel, on the other hand, related to this or more any other proposed sale of the SponsorPurchased Assets, this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (the “Seller Pre-Closing Communications”). Accordingly, the Purchaser Representative shall not have access to any such Seller Pre-Closing Communications or their respective Affiliates in which the interests of such Person are adverse to the interests files of Seller Counsel relating to such engagement from and after the Closing, and all books, records and other materials in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller 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 Seller immediately prior to the Closing with no copies thereof retained by the Purchaser or any of the Purchaser’s Affiliates or representatives. From and after the Closing, the Purchaser and its Affiliates shall maintain the confidentiality of all such material and information. From and after the Closing, none of the Purchaser, its Affiliates and representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. To the Company and/or extent that any such materials or information are not delivered to the Seller Representative prior to the Closing, they will be held for the benefit of the Seller, and the Purchaser and its Affiliates will deliver all such material and information to the Seller promptly upon discovery thereof, without using or retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof, and (b) to the extent that files of Seller Counsel in respect of such engagement and with respect to the Seller Pre-Closing Communications constitute property of the client, only the Seller and its Affiliates shall hold such property rights. As to Seller Pre-Closing Communications, the Purchaser and the Seller, together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement or that are substantially related Section 11.14, including the opportunity to this Agreement or discuss with counsel such matters and reasonable alternatives to any prior representation by EGS such terms. This Section 11.14 is for the benefit of the PurchaserSeller and Seller Counsel and Seller Counsel is the intended third party beneficiary of this Section 11.14. This Section 11.14 shall be irrevocable, Merger Suband no term of this Section 11.14 may be amended, any Sponsorwaived or modified, without the Purchaser Representative or any prior written consent of their respective Affiliatesthe Seller and Seller Counsel. The Parties acknowledge covenants and agree that, obligations set forth in this Section 11.14 shall survive for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after ten (10) years following the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyDate.

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

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

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

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

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

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

Legal Representation. The Parties agree that18.1 EACH MEMBER REPRESENTS AND WARRANTS THAT SUCH MEMBER HAS BEEN ADVISED THAT SUCH MEMBER MAY BE REPRESENTED BY COUNSEL OF SUCH MEMBER’S OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT AND EACH MEMBER HAS CONSENTED TO THE JOINT REPRESENTATION BY COUNSEL FOR ALL MEMBERS IN THE PREPARATION OF THIS AGREEMENT. EACH MEMBER HAS READ THIS AGREEMENT WITH CARE AND BELIEVES THAT SUCH MEMBER IS FULLY AWARE OF AND UNDERSTANDS THE CONTENTS THEREOF AND THEIR LEGAL EFFECT. 18.2 Each Member acknowledges that Xxxxxx, notwithstanding P.L.C. (the fact that EGS may have, prior to Closing, jointly represented “EFL Member Law Firm”) reviewed the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject drafts of this Agreement, EGS will be permitted assisted in the future, after Closing, to represent initial formation of the SponsorCompany and represented EFL and/or their Affiliates (collectively, the Purchaser Representative “EFL Member Parties”). Each Member acknowledges and agrees that while it may benefit derivatively from the EFL Member Law Firm’s representation of the Company at the request thereof or their respective Affiliates any Member (with respect to which all parties hereto hereby expressly consent thereto), it is intended that the EFL Member Law Firm not be conflicted from representing the EFL Member Parties in connection with matters in which such Persons are adverse to any dispute that may arise between the Purchaser EFL Member Parties or any of other Member (or its Affiliates), including and each Member hereby waive any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise such representation presents. In addition, each Member, on behalf of itself and the owner of any direct or indirect interest in such Member, waives any conflict regarding the EFL Member Law Firm’s past or future representation of the EFL Member Parties, and hereby consents to and acknowledges that the EFL Member Law Firm will in the future represent the EFL Member Parties, including, without limitation, in connection with EGSany representation which may present a potential or real conflict of interest with each Member and/or the owner(s) of any direct or indirect interest in such other Member(s). The foregoing shall not, however, limit or affect the obligations of the EFL Member Law Firm to keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of the EFL Member Law Firm to their clients. 18.3 Each Member also acknowledges that Xxxx Xxxxxxxx LLP (the “CWI Member Law Firm”), represented CWI Member in the initial formation of the Company and represented CWI Member, the Company and the TRS SUB in the acquisition of the Property (collectively, the “CWI Member Parties”) in the negotiation of this Agreement. Each Member acknowledges and agrees that while it may benefit derivatively from the CWI Member Law Firm’s representation of the Company at the request thereof or any Member (with respect to which all parties hereto hereby expressly consent thereto), it is intended that the CWI Member Law Firm not be conflicted from representing the CWI Member Parties in connection with any dispute that may arise between the CWI Member Parties or any other Member (or its Affiliates), and each Member hereby waive any conflict of interest that such representation presents. In addition, and each Member, on behalf of itself and the owner of any direct or indirect interest in such Member, waives any conflict regarding the CWI Member Law Firm’s past or future representation of one the CWI Member Parties, and hereby consents to and acknowledges that the CWI Member Law Firm will in the future represent the CWI Member Parties, including, without limitation, in connection with any representation which may present a potential or more real conflict of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company interest with each other Member and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliatesowner(s) of any applicable privileges direct or protections that can indirect interest in such other Member(s). The foregoing shall not, however, limit or may be asserted affect the obligations of the CWI Member Law Firm to prevent disclosure keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of any such communications the CWI Member Law Firm to any third partytheir clients.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS each of Ellenoff Xxxxxxxx & Schole LLP (“EGS”) and Xxxxxx and Calder (Cayman) LLP (“M&C”) may have, prior to Closing, jointly represented the PurchaserAcquiror, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents Transaction Agreements and the transactions contemplated hereby and thereby, and each has also represented the Purchaser Acquiror and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, each of EGS and M&C will be permitted in the future, after the Closing, to represent the SponsorSponsor and any of its directors, members, partners, officers, employees or Affiliates (excluding the Purchaser Representative or their respective Affiliates Surviving Entities) (the “Sponsor Group”) in connection with matters in which such Persons are adverse to the Purchaser Acquiror or any of its Subsidiaries or Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Acquiror and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Blade hereby agree, in advance, to waive (and to cause their respective Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s or M&C’s future representation of one the Sponsor or more any other member of the Sponsor, the Purchaser Representative or their respective Affiliates Sponsor Group in which the interests of such Person are adverse to the interests of the PurchaserAcquiror, the Company and/or the Seller Representative Blade or any of their respective AffiliatesAffiliates (including, after the Closing, the Surviving Entities), including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS or M&C of the PurchaserAcquiror, Merger Sub, the Sponsor or any Sponsor, other member of the Purchaser Representative Sponsor Group or any of their respective Affiliates. The Parties acknowledge and agree that, for as to all legally privileged communications prior to the purposes Closing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreements or the transactions contemplated hereby or thereby between or among any Acquiror Party or the Sponsor or any other member of the Sponsor Group, on the one hand, and EGS, on the other hand (the “EGS Privileged Communications”), the Sponsor shall be deemed the client of EGS and the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto to the EGS Privileged Communications shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Acquiror. Notwithstanding the foregoing, if a dispute arises after the Closing between or the among any Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Entity or any of their respective Subsidiaries or respective directors, members, partners, officers, employees or Affiliates (other than the Sponsor), on the one hand, and a third party other than (and unaffiliated with) the Sponsor or any officer or director of an Acquiror Party prior to the Closing, on the other hand, then the Acquiror and/or any of its Affiliates Subsidiaries may assert the attorney-client privilege to prevent disclosure to such third party of any such EGS Privileged Communications, and, in relation to such dispute, neither the Sponsor nor any member of the Sponsor Group shall be permitted to waive its attorney-client privilege or any other applicable privilege with respect to such EGS Privileged Communications without the Acquiror’s prior written consent. (b) Acquiror and Blade, on behalf of their respective successors and assigns (including, after the Effective TimeClosing, the Blade Surviving Corporation Entity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the stockholders or holders of other equity interests of Blade or any of its directors, members, partners, officers, employees or Affiliates (other than the Surviving Entities) (collectively, the “Blade Group”), on the one hand, and its Affiliates(y) any Surviving Entity or any member of the Sponsor Group, on the other hand, any applicable privileges or protections legal counsel, including Xxxxxx & Xxxxxxx LLP (“Latham”) that can represented Blade prior to the Closing may represent any member of the Blade Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Entities, and even though such counsel may have represented Blade in a matter substantially related to such dispute, or may be asserted handling ongoing matters for the Surviving Entities. Acquiror and Blade, together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that, as to prevent disclosure 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 such communications Transaction Agreements or the transactions contemplated hereby or thereby between or among Blade and/or any member of the Blade Group, on the one hand, and Latham, on the other hand (the “Xxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Blade Group after the Closing, and shall not pass to or be claimed or controlled by any third partySurviving Entity. Acquiror and Blade, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxx Privileged Communications, whether located in the records or email server of the Acquiror, any Surviving Entity or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and Blade, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the Xxxxxx Privileged Communications, by virtue of the Merger.

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

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

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, such proceeding (a) to represent the Sponsor, waive any right the Purchaser Representative may have to assert the attorney-client privilege against Seller Counsel or the Seller or any of their respective Affiliates with respect to any communication or information contained in connection with matters in which such Persons are adverse Seller Counsel’s possession or files without the prior written consent of the Seller and (b) to consent to the Purchaser representation of the Seller and its Affiliates by Seller Counsel, notwithstanding that Seller Counsel has or may have represented the Seller or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to Seller Counsel representing the Seller against the Purchaser or its Subsidiaries in advancelitigation, to waive (and to cause their Affiliates to waive) any actual - 92 - arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of this Agreement or the transactions contemplated by this Agreement. In addition, all communications exclusively between the Seller, on the one or more hand, and Seller Counsel, on the other hand, related to this sale of the SponsorPurchased Assets, this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (the “Seller Pre-Closing Communications”). Accordingly, the Purchaser Representative shall not have access to any such Seller Pre-Closing Communications or their respective Affiliates in which the interests of such Person are adverse to the interests files of Seller Counsel relating to such engagement from and after the Closing, and all books, records and other materials in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement. From and after the Closing, the Purchaser and its Affiliates shall maintain the confidentiality of all such material and information. From and after the Closing, none of the Purchaser, its Affiliates and representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. Without limiting the Company and/or generality of the foregoing, from and after the Closing, the Seller Representative or and its Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof. As to Seller Pre-Closing Communications, the Purchaser and the Seller, together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement or that are substantially related Section 12.14, including the opportunity to this Agreement or discuss with counsel such matters and reasonable alternatives to any prior representation by EGS such terms. This Section 12.14 is for the benefit of the PurchaserSeller and Seller Counsel and Seller Counsel is the intended third party beneficiary of this Section 12.14. This Section 12.14 shall be irrevocable, Merger Suband no term of this Section 12.14 may be amended, any Sponsorwaived or modified, without the Purchaser Representative or any prior written consent of their respective Affiliatesthe Seller and Seller Counsel. The Parties acknowledge covenants and agree that, obligations set forth in this Section 12.14 shall survive for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after ten (10) years following the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyDate.

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

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

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

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

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

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

Legal Representation. The Parties agree that(a) It is acknowledged and agreed by each of the Parent, notwithstanding the fact Purchaser, Company and Equityholders’ Representative that EGS may have, prior to Closing, jointly Xxxxxx Xxxxxxxx LLP (“Counsel”) has represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Company in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, by this Agreement. The Company Parent, Purchaser and the Seller RepresentativeCompany agree that any attorney-client privilege, who are or have attorney work-product protection, and expectation of client confidence attaching as a result of Counsel’s representation of the right to be represented by independent counsel Company in connection with the transactions contemplated by this Agreement, hereby agreeand all information and documents covered by such privilege or protection, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor Equityholders’ Representative, for the Equityholders, and may be waived only by the Purchaser Equityholders’ Representative and not the Company, Parent or Purchaser, and shall not pass to or be claimed or used by Parent, Purchaser or the Surviving Corporation; providedCompany. (b) Parent, furtherPurchaser and Company acknowledge that Counsel has acted as counsel for Company and that, in the event of any post-Closing matters or disputes between the parties hereto relating to this Agreement, including any matters or disputes involving the Equityholders or the Equityholders’ Representative, one or more of the Equityholders or the Equityholders’ Representative may reasonably anticipate that nothing contained herein shall be deemed Counsel will represent it in such matters or disputes. Parent, Purchaser and the Company consent to be a waiver by Counsel’s representation of any Equityholder or the Equityholders’ Representative in any post-Closing matter or dispute with Parent, Purchaser or the Company in which the interests of Parent, Purchaser or the Company, on the one hand, and any or all of its Affiliates the Equityholders or the Equityholders’ Representative, on the other hand, are adverse. (includingc) Notwithstanding any provision to the contrary, from and after the Effective Time, the Surviving Corporation attorney-client privilege, attorney work-product protection and its Affiliates) expectation of client confidence involving general business matters of any applicable privileges or protections that can or may be asserted of the Acquired Companies (but not, for the avoidance of doubt, to prevent disclosure the extent relating to Counsel’s representation of any such communications to any third partythe Company and the Equityholders in connection with the transactions contemplated by this Agreement) are for the sole benefit of Parent, Purchaser and the Acquired Companies.

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

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

Legal Representation. The Parties Buyer (on behalf of itself and the Surviving Corporation) and Sellers agree that, notwithstanding any current or prior representation of any Seller by Faegre Drinker Xxxxxx & Xxxxx LLP ("Faegre"), Faegre shall be allowed to represent any Seller, Sellers' Representative or any of their Affiliates in any matters and disputes adverse to Buyer or the fact Surviving Corporation that EGS may haveeither is existing on the date hereof or that arises in the future and, prior in each case, relates to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby. Buyer (on behalf of itself and the Surviving Corporation) hereby (a) waives any claim that it has or may have that Faegre has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute arises with respect to matters related to this Agreement or any Ancillary Documents Agreement and the transactions contemplated hereby and therebyor thereby after the Closing between Buyer or the Surviving Corporation, on the one hand, and has also represented any Seller or any of their respective Affiliates, on the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreementhand, EGS will be permitted in the future, after Closing, to Faegre may represent the Sponsor, the Purchaser Representative such Seller or their respective Affiliates in connection with matters in which such Persons are dispute even though the interests of such Seller or their respective Affiliates may be directly adverse to Buyer or the Purchaser Surviving Corporation and even though Faegre may have represented the Company in a matter substantially related to such dispute, or handled matters for the Company at any time prior to the Closing. Buyer (on behalf of itself and the Surviving Corporation) and Sellers each further agree that any and all documents in Faegre's files which constitute attorney-client privileged communications or attorney work-product relating to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby, in each case, relating to periods prior to the Closing which constitute attorney-client privileged communications or attorney work-products shall be the property of its Affiliates, including any disputes arising out of, and shall be retained by Faegre and shall not be delivered to Buyer or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel Surviving Corporation in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

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

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

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

Legal Representation. The Parties agree that, notwithstanding 18.1 EACH MEMBER REPRESENTS AND WARRANTS THAT SUCH MEMBER HAS BEEN ADVISED THAT SUCH MEMBER MAY BE REPRESENTED BY COUNSEL OF SUCH MEMBER’S OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT AND EACH MEMBER HAS CONSENTED TO THE JOINT REPRESENTATION BY COUNSEL FOR ALL MEMBERS IN THE PREPARATION OF THIS AGREEMENT. EACH MEMBER HAS READ THIS AGREEMENT WITH CARE AND BELIEVES THAT SUCH MEMBER IS FULLY AWARE OF AND UNDERSTANDS THE CONTENTS THEREOF AND THEIR LEGAL EFFECT. 18.2 Each Member acknowledges that Cozen X’Xxxxxx (the fact that EGS may have, prior to Closing, jointly represented “AM Law Firm”) reviewed the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject drafts of this Agreement, EGS will be permitted assisted in the future, after Closing, to represent initial formation of the SponsorCompany and represented the Company in the acquisition of the Hotel (collectively, the Purchaser Representative “AM Parties”). Each Member acknowledges and agrees that while it may benefit derivatively from the AM Law Firm’s representation of the Company at the request thereof or their respective Affiliates any Member (with respect to which all parties hereto hereby expressly consent thereto), it is intended that the AM Law Firm not be conflicted from representing the AM Parties in connection with matters in which such Persons are adverse to any dispute that may arise between the Purchaser AM Parties or any of other Member (or its Affiliates), including and each Member hereby waive any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise such representation presents. In addition, each Member, on behalf of itself and the owner of any direct or indirect interest in such Member, waives any conflict regarding the AM Law Firm’s past or future representation of the AM Parties, and hereby consents to and acknowledges that the AM Law Firm will in the future represent the AM Parties, including, without limitation, in connection with EGSany representation which may present a potential or real conflict of interest with each Member and/or the owner(s) of any direct or indirect interest in such other Member(s). The foregoing shall not, however, limit or affect the obligations of the AM Law Firm to keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of the AM Law Firm to their clients. 18.3 Each Member also acknowledges that Xxxx Xxxxxxxx LLP (the “CWI Law Firm”), represented CWI and/or their Affiliates (collectively, the “CWI Parties”) in the negotiation of this Agreement. Each Member acknowledges and agrees that while it may benefit derivatively from the CWI Law Firm’s representation of the Company at the request thereof or any Member (with respect to which all parties hereto hereby expressly consent thereto), it is intended that the CWI Law Firm not be conflicted from representing the CWI Parties in connection with any dispute that may arise between the CWI Parties or any other Member (or its Affiliates), and each Member hereby waive any conflict of interest that such representation presents. In addition, and each Member, on behalf of itself and the owner of any direct or indirect interest in such Member, waives any conflict regarding the CWI Law Firm’s past or future representation of one the CWI Parties, and hereby consents to and acknowledges that the CWI Law Firm will in the future represent the CWI Parties, including, without limitation, in connection with any representation which may present a potential or more real conflict of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company interest with each other Member and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliatesowner(s) of any applicable privileges direct or protections that can indirect interest in such other Member(s). The foregoing shall not, however, limit or may be asserted affect the obligations of the CWI Law Firm to prevent disclosure keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of any such communications the CWI Law Firm to any third partytheir clients.

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

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

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

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Sxxxxxxxx Xxxx Xxxxxxx LLP may have, prior to Closing, jointly represented the Purchaser, Alset and/or Merger Sub, the Purchaser Representative and/or the Sponsor Sub in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser Alset and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Sxxxxxxxx Xxxx Xxxxxxx LLP will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Alset or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSSxxxxxxxx Xxxx Xxxxxxx LLP’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserAlset, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Sxxxxxxxx Xxxx Xxxxxxx LLP of the PurchaserAlset, Merger Mxxxxx Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Alset shall be deemed the clients of EGS Sxxxxxxxx Xxxx Xxxxxxx LLP with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeAlset, shall be controlled by the Sponsor and the Purchaser Representative Alset and shall not pass to or be claimed by Purchaser or the Surviving CorporationAlset post-Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Alset or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (b) Each Party warrants and represents that (i) it is a sophisticated party represented at all relevant times during the negotiation and execution of this Agreement by counsel of its choice, and that it has executed this Agreement with the consent and on the advice of such independent legal counsel; (ii) it and its counsel have determined through independent investigation and robust, arm’s-length negotiation that the terms of this Agreement shall exclusively embody and govern the subject matter of this Agreement; (iii) it has investigated the facts pertinent to this Agreement as it deemed necessary; (iv) no other Person or Party, nor any agent or attorney of a Party, made any promise, representation or warranty whatsoever, express or implied, not contained in this Agreement concerning the subject matter of this Agreement to induce it to execute this Agreement; (v) it has not executed this Agreement in reliance on any promise, representation or warranty whatsoever, express or implied, not contained in this Agreement concerning the subject matter of this Agreement; and (vi) it has not executed this Agreement in reliance on any promise, representation or warranty not contained herein. The Parties included this paragraph to preclude any claim that any Party was fraudulently induced to execute this Agreement and to preclude the introduction of parol evidence to vary, interpret, supplement or contradict the terms of this Agreement. [Signature Page Follows]

Legal Representation. The Parties agree that(a) Each of the parties to this Agreement acknowledges that Fried, notwithstanding Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to the fact that EGS may have, BRE Group Entities and the holders of Equity Securities of BRE prior to Closingthe Closing (“Pre-Closing Holders”), jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby. In connection with the foregoing, the BNL Group Entities on behalf of themselves and their Affiliates hereby irrevocably waive and thereby, and has also represented the Purchaser and/or its Affiliates agree not to assert any conflict of interest arising from or in connection with matters other than (i) Fried Frank’s representation of the transaction that is BRE Group Entities (or any Pre-Closing Holder), and (ii) Fried Frank’s representation of the subject BNL Group Entities after the Closing. The BNL Group Entities on behalf of this Agreement, EGS will be permitted in themselves and their Affiliates further consent and agree to the future, after Closing, communication or transfer by Xxxxx Xxxxx to represent the Sponsor, the Purchaser Representative BRE Group Entities (or their respective Affiliates any Pre-Closing Holder) in connection with matters any representation of any fact, document or other information known to Xxxxx Xxxxx or in which such Persons are adverse Fried Frank’s possession arising by reason of Fried Frank’s representation of the BRE Group Entities and the Pre-Closing Holders prior to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive Closing. (and to cause their Affiliates to waiveb) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more Each of the Sponsor, the Purchaser Representative parties hereto further agrees that all communications and documents exchanged in any form or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company format whatsoever between or among Xxxxx Xxxxx and/or the Seller Representative BRE Group Entities or the Pre-Closing Holders, or any of their respective Affiliates, including that relate in any matters that arise out way to the consideration, negotiation, documentation and consummation of this Agreement the Agreement, any of the Ancillary Agreements or that are substantially related to this Agreement the transactions contemplated hereby or any dispute arising under or relating to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsorforegoing (collectively, the Purchaser Representative “Deal Communications”) shall be deemed to be retained and owned solely by the Pre-Closing Holders, shall be controlled solely by the Pre-Closing Holders, and shall not pass to or be claimed by the BNL Group Entities or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of All Deal Communications that are subject to the attorney-client privilege, the Sponsor and attorney work product doctrine or any other privilege or protection (collectively, the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativePre-Closing Holders, shall be controlled solely by the Sponsor and the Purchaser Representative Pre-Closing Holders, and shall not pass to or be claimed by Purchaser the BNL Group Entities or any of their Affiliates. Neither Xxxxx Xxxxx nor any Pre-Closing Holder shall have any duty whatsoever to reveal or disclose any Deal Communications, Privileged Deal Communications or files to the Surviving CorporationBNL Group Entities by reason of any attorney-client relationship between Xxxxx Xxxxx and the BNL Group Entities or otherwise. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between BNL, on the one hand, and a third party other than BRE, any other Pre-Closing Holder, or any of their Affiliates, on the other hand, BNL may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, furtherhowever, that nothing contained herein BNL may not waive such privilege. (c) To the extent that files or other materials maintained by Xxxxx Xxxxx constitute property of its clients, only the Pre-Closing Holders shall hold such property rights with respect to any representation prior to the Closing, and Xxxxx Xxxxx shall have no duty to reveal or disclose any such files or other materials by reason of any attorney-client relationship between Xxxxx Xxxxx, on the one hand, and the BRE Group Entities, on the other hand. (d) The BNL Group Entities on behalf of themselves and their Affiliates further consent and agree that they will not (i) intentionally access or use the Deal Communications or the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have BRE release such materials or waive the attorney-client or other privilege, or (ii) seek to obtain the Deal Communications or the Privileged Deal Communications, directly or indirectly, from Xxxxx Xxxxx or any other Person. (e) This Section 9.9 is for the benefit of the Pre-Closing Holders and Xxxxx Xxxxx, and Xxxxx Xxxxx is an express third party beneficiary of this Section 9.9. This Section 9.9 shall be deemed to irrevocable, and no term of this Section 9.9 may be amended, waived or modified, without the prior written consent of the Pre-Closing Holders of a waiver by majority of the Purchaser or any of its Affiliates BRE Exchange Units (including, if after the Closing, as of immediately prior to the OP Merger Effective Time, the Surviving Corporation ) and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyXxxxx Xxxxx.

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

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

Legal Representation. The Parties agree thatIn any proceeding by or against the Purchaser wherein the Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, the Operative Agreements, the Purchaser agrees in connection with such proceeding (a) that neither the Purchaser nor counsel therefor shall move to seek disqualification of the Seller Counsel, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against the Seller Counsel or the Seller or any of their Affiliates with respect to any communication or information contained in the Seller Counsel’s possession or files and (c) to consent to the representation of the Seller and its Affiliates by the Seller Counsel, notwithstanding that the fact that EGS Seller Counsel has or may havehave represented the Seller or any of its Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by the Operative Agreements), negotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to the Seller Counsel representing the Seller against the Purchaser or its Affiliates in litigation, jointly represented arbitration or mediation in connection with the PurchaserOperative Agreements or the transactions contemplated thereby. In addition, Merger Suball communications between the Seller and its Affiliates, on the one hand, and the Seller Counsel, on the other hand, to the extent related to this or any other proposed sale of the Purchased Assets, the Operative Agreements or the transactions contemplated thereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (the “Seller Pre-Closing Communications”). Accordingly, the Purchaser Representative and/or shall not have access to any such Seller Pre-Closing Communications or to the Sponsor files of the Seller Counsel relating to such engagement from and after the Closing and those portions of all books, records and other materials in connection any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such portions of such material and information shall be excluded from the transfer contemplated by this Agreement, . From and after the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective and its Affiliates shall maintain the confidentiality of all such portions of such material and information to the extent known by the Purchaser to be remaining in connection with matters in which such Persons are adverse to the possession of the Purchaser or any of its Affiliates. From and after the Closing, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests none of the Purchaser, its Affiliates and representatives shall intentionally access such portions of such materials to the Company and/or extent that it is reasonably apparent on its face that such portions of such material and information contain or reflect any of the Seller Representative Pre-Closing Communications or the work product of Seller Counsel or in any way, directly or indirectly, use or rely upon any such portions of such materials or information. To the extent that any such portions of such materials or information are not removed by the Seller prior to the Closing, they shall be held for the benefit of the Seller, and the Purchaser and its Affiliates shall use commercially reasonable efforts to deliver all such portions of such material and information to the Seller promptly upon discovery thereof, without using or retaining copies thereof to the extent that there is a commercially reasonable manner of permanently deleting any electronic materials. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof and (ii) to the extent that files of the Seller Counsel in respect of such engagement and with respect to the Seller Pre-Closing Communications constitute property of the client, only the Seller and its Affiliates shall hold such property rights. As to the Seller Pre-Closing Communications, the Purchaser and the Seller, together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement Section 11.15, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.15 is for the benefit of the Seller, its Affiliates and the Seller Counsel, and the Affiliates of the Seller and the Seller Counsel are the intended third party beneficiary of this Section 11.15. This Section 11.15 shall be irrevocable, and no term of this Section 11.15 may be amended, waived or modified without the prior written consent of the Seller and the Seller Counsel. The covenants and obligations set forth in this Section 11.15 shall survive for 10 years following the Closing Date. Notwithstanding anything to the contrary in this Section 11.15, from and after the Closing neither the Purchaser nor any of its Affiliates or representatives shall have any obligation pursuant to this Section 11.15 or otherwise to search for or to locate any Seller Pre-Closing Communications or to safeguard against damage, destruction, loss, theft or destruction any Seller Pre-Closing Communications not known to the Purchaser or that are substantially related to this Agreement or to any prior representation by EGS not capable of being permanently deleted from electronic materials in a commercially reasonable manner, and neither the PurchaserSeller, Merger Sub, any Sponsor, the Purchaser Representative or nor any of their respective Affiliates. The Parties acknowledge and agree that, for its Affiliates or representatives or the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSeller Counsel, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by make any claim against the Purchaser or any of its Affiliates (includingarising as a result of the damage, after the Effective Timedestruction, the Surviving Corporation and its Affiliates) loss, theft or destruction of any applicable privileges Seller Pre-Closing Communications that were not known by the Purchaser to be in its possession or protections that can or may be asserted were not capable of being deleted from electronic materials in a commercially reasonable manner once they became known to prevent disclosure of any such communications to any third partythe Purchaser.

Legal Representation. The Parties agree that(a) NewCo. (i) Each Party hereby agrees, notwithstanding the fact that EGS may haveon its own behalf and on behalf of its directors, prior to Closingmanagers, jointly represented the Purchaserofficers, Merger Subowners, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser Representative and/or the Sponsor “Waiving Parties”), that Xxxxxx LLP or Xxxxxx (UK) LLP (or any successor thereto) (together, “Cooley”) and Xxxxx Xxxxx (Guernsey) LLP may represent any Target Company or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, the any Ancillary Documents and Agreement or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsoror thereby (any such representation, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser “NewCo Post-Closing Representation”) notwithstanding its representation (or any continued representation) of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel Target Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the Waiving Parties hereby agree, in advance, to waive consents thereto and irrevocably waives (and to cause their Affiliates to waivewill not assert) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorany objection arising therefrom or relating thereto, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to even though the interests of the PurchaserNewCo Post-Closing Representation may be directly adverse to the Waiving Parties. (ii) Each of SEAC, the Company and/or Sponsor and NewCo acknowledges that the Seller Representative foregoing provision applies whether or not Cooley provides legal services to the Target Companies after the Closing Date. Each of SEAC, Sponsor and NewCo, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all privileged communications among Cooley, the Target Companies or any director, manager, officer, owner, employee or representative of their respective Affiliatesany of the foregoing made in connection with the negotiation, including preparation, execution, delivery and performance under, or any matters that arise dispute, claim, Proceeding or Liability arising out of or relating to, this Agreement, any Ancillary Agreement or that are substantially related to this Agreement the transactions contemplated hereby or thereby or any matter relating to any prior representation by EGS of the Purchaserforegoing, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge are privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs solely to the Sponsor Target Companies and the Purchaser Representative, shall be is exclusively controlled by the Sponsor and the Purchaser Representative Target Companies and shall not pass to or be claimed by Purchaser NewCo, SEAC or Sponsor. From and after the Surviving Corporation; providedClosing, furthernone of SEAC, that nothing contained herein shall be deemed Sponsor or any Person purporting to be a waiver by the Purchaser act on behalf of or through SEAC, Sponsor or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, each of SEAC and Sponsor, on behalf of itself and the Surviving Corporation Waiving Parties, irrevocably waives and its Affiliates) will not assert any attorney-client privilege with respect to any communication among Cooley, any Target Company or any director, manager, officer, owner, employee or representative of any applicable privileges of the foregoing occurring prior to the Closing in connection with any NewCo Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between SEAC or protections that can or Sponsor, on the one hand, and a third party other than a Target Company, on the other hand, SEAC and Sponsor may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither SEAC nor Sponsor may waive such privilege without the prior written consent of a Target Company.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS ML may have, prior to Initial Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS ML will be permitted in the future, after the Initial Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Subs 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 EGSML’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserPubco, the Company Merger Subs, Purchaser and/or the Seller Representative Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS ML of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS ML with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Initial Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (b) The Parties agree that, notwithstanding the fact that K&E may have, prior to the Acquisition Closing, represented the Company and Pubco in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented the Company, Pubco and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, K&E will be permitted in the future, after the Acquisition Closing, to represent the shareholders or holders of other equity interests of the Company on or prior to the Initial Closing or any of their respective directors, members, partners, officers, employees or Affiliates (other than Pubco or the Second Surviving Corporation) (collectively, the “Xxxxx.xxx Group”) in connection with matters in which such Persons are adverse to Pubco or the Second Surviving Corporation, including any disputes arising out of, or related to, this Agreement. The Company, Pubco, and the Merger Subs 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 K&E’s future representation of any member of the Xxxxx.xxx Group in which the interests of such Person are adverse to the interests of Pubco, the Merger Subs, Purchaser and/or the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by K&E of any member of the Xxxxx.xxx Group. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Company and the Xxxxx.xxx Group shall be deemed the client of K&E with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Acquisition Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Xxxxx.xxx Group, shall be controlled by the Xxxxx.xxx Group and shall not pass to or be claimed by Pubco or the Second Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by Pubco, the Second Surviving Corporation or any of their respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

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

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (on their own behalf and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more on behalf of the SponsorSurviving Entity and their current and future directors, managers, equityholders, members, partners, officers, employees and Affiliates and each of their successors and assigns (all such Persons, the Purchaser Representative “Waiving Parties”), that Fxxxx & Lxxxxxx LLP (“Fxxxx”) (or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or any successor thereto) may represent the Seller Representative or any of their respective Affiliatesthe other Stockholders, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliatesrespective, direct or indirect, directors, managers, members, partners, officers, employees, equityholders or Affiliates thereof, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company or any Subsidiary thereof, and each of Purchaser and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. The Parties Purchaser and the Company each acknowledge that the foregoing provision applies whether or not Fxxxx provides legal services to the Surviving Entity or any Subsidiary thereof after the Closing Date. Each of Purchaser and agree thatthe Company, for itself and the purposes Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among Fxxxx, the Company, the Seller Representative and/or any Stockholder and/or any director, officer, manager, member, employee or 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, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs solely to the Sponsor and the Purchaser Seller Representative, and shall be exclusively controlled by the Sponsor and the Purchaser Representative thereby and shall not pass to or be claimed by Purchaser or the Surviving Corporation; providedEntity, furtherand from and after the Closing none of Purchaser, that nothing contained herein shall be deemed the Surviving Entity any Subsidiary thereof or any other Person purporting to be a waiver by the Purchaser act on behalf thereof or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, each of Purchaser and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication among Fxxxx, the Surviving Corporation and its Affiliates) Company, the Seller Representative or any Stockholder and/or any director, officer, manager, member, employee or representative of any applicable privileges or protections that can or may be asserted of the foregoing occurring prior to prevent disclosure of the Closing in connection with any such communications to any third partyPost-Closing Representation.

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

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

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

Legal Representation. The Parties agree that18.1 EACH MEMBER REPRESENTS AND WARRANTS THAT SUCH MEMBER HAS BEEN ADVISED THAT SUCH MEMBER MAY BE REPRESENTED BY COUNSEL OF SUCH MEMBER’S OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT AND EACH MEMBER HAS CONSENTED TO THE JOINT REPRESENTATION BY COUNSEL FOR ALL MEMBERS IN THE PREPARATION OF THIS AGREEMENT. EACH MEMBER HAS READ THIS AGREEMENT WITH CARE AND BELIEVES THAT SUCH MEMBER IS FULLY AWARE OF AND UNDERSTANDS THE CONTENTS THEREOF AND THEIR LEGAL EFFECT. 18.2 Each Member acknowledges that Xxxxxx, notwithstanding P.L.C. (the fact that EGS may have, prior to Closing, jointly represented “800 Canal Member Law Firm”) reviewed the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject drafts of this Agreement, EGS will be permitted assisted in the future, after Closing, to represent initial formation of the SponsorCompany and represented the Company and the TRS SUB in the acquisition of the Hotel (collectively, the Purchaser Representative “800 Canal Member Parties”). Each Member acknowledges and agrees that while it may benefit derivatively from the 800 Canal Member Law Firm’s representation of the Company at the request thereof or their respective Affiliates any Member (with respect to which all parties hereto hereby expressly consent thereto), it is intended that the 800 Canal Member Law Firm not be conflicted from representing the 800 Canal Member Parties in connection with matters in which such Persons are adverse to any dispute that may arise between the Purchaser 800 Canal Member Parties or any of other Member (or its Affiliates), including and each Member hereby waive any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise such representation presents. In addition, each Member, on behalf of itself and the owner of any direct or indirect interest in such Member, waives any conflict regarding the 800 Canal Member Law Firm’s past or future representation of the 800 Canal Member Parties, and hereby consents to and acknowledges that the 800 Canal Member Law Firm will in the future represent the 800 Canal Member Parties, including, without limitation, in connection with EGSany representation which may present a potential or real conflict of interest with each Member and/or the owner(s) of any direct or indirect interest in such other Member(s). The foregoing shall not, however, limit or affect the obligations of the 800 Canal Member Law Firm to keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of the 800 Canal Member Law Firm to their clients. 18.3 Each Member also acknowledges that Xxxx Xxxxxxxx LLP (the “CWI Member Law Firm”), represented CWI Member and/or their Affiliates (collectively, the “CWI Member Parties”) in the negotiation of this Agreement. Each Member acknowledges and agrees that while it may benefit derivatively from the CWI Member Law Firm’s representation of the Company at the request thereof or any Member (with respect to which all parties hereto hereby expressly consent thereto), it is intended that the CWI Member Law Firm not be conflicted from representing the CWI Member Parties in connection with any dispute that may arise between the CWI Member Parties or any other Member (or its Affiliates), and each Member hereby waive any conflict of interest that such representation presents. In addition, and each Member, on behalf of itself and the owner of any direct or indirect interest in such Member, waives any conflict regarding the CWI Member Law Firm’s past or future representation of one the CWI Member Parties, and hereby consents to and acknowledges that the CWI Member Law Firm will in the future represent the CWI Member Parties, including, without limitation, in connection with any representation which may present a potential or more real conflict of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company interest with each other Member and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliatesowner(s) of any applicable privileges direct or protections that can indirect interest in such other Member(s). The foregoing shall not, however, limit or may be asserted affect the obligations of the CWI Member Law Firm to prevent disclosure keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of any such communications the CWI Member Law Firm to any third partytheir clients.

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

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

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

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

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

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

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

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

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

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

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Subon behalf of itself and its Affiliates, acknowledges and agrees that Sidley Austin LLP (“Seller’s Counsel”) has acted as counsel for the Seller, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Company Group and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which the past and that such Persons are adverse reasonably anticipate that Seller’s Counsel will continue to represent them in future matters. Accordingly, the Purchaser or any Purchaser, on behalf of itself and its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and expressly consents to (a) the Seller Representative, who are or have the right to be represented representation by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSSeller’s future representation of one or more Counsel of the SponsorSeller, the Purchaser Representative or Company Group and their respective Affiliates in any post-Closing matter in which the interests of such Person are adverse to the interests of Purchaser or its Affiliates, on the Purchaserone hand, and the Seller, the Company and/or the Seller Representative Group or any of their respective Affiliates, on the other hand, are adverse, including any matters matter relating to the Transactions or any disagreement or dispute relating hereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised such Persons, and (b) the disclosure by Seller’s Counsel to the Seller, the Company Group or their respective Affiliates of any information learned by Seller’s Counsel in the course of its representation of such Persons, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. Furthermore, the Purchaser, on behalf of itself and its Affiliates, irrevocably waives any right it or its Affiliates may have to discover or obtain information or documentation relating to the representation of the Seller or its Affiliates (other than the Company Group) by Seller’s Counsel in connection with the Transactions, including any information relating to the sale or divestiture process conducted by the Seller or its Affiliates for the Company Group vis-a-vis any Person other than the Purchaser and its Affiliates. The Purchaser, on behalf of itself and its Affiliates, further covenants and agrees that arise out each shall not assert any claim against Seller’s Counsel in respect of legal services provided to the Seller, the Company Group or their respective Affiliates by Seller’s Counsel in connection with this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyTransactions.

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

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

Legal Representation. The Parties (a) SPAC, the Company, Pubco and Merger Sub on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreement or the transactions contemplated hereby and therebyarises after the Acquisition Merger Closing between or among (i) Sponsor, the stockholders or holders of other equity interests of SPAC or Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than SPAC) (collectively, the “Fast Group”), on the one hand, and (ii) SPAC and/or any member of the Company Group (as defined below), on the other hand, any legal counsel, including Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”), that represented SPAC or a member of the Fast Group prior to the Acquisition Merger Closing may represent any member of the Fast Group in such dispute even though the interests of such Persons may be directly adverse to SPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or a member of the Fast Group. Neither SPAC nor the Company shall seek to or have Xxxxxx Xxxx disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Fast Group by Xxxxxx Xxxx. The parties to this Agreement hereby waive any potential conflict of interest arising from such prior representation and each party shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each party acknowledges that such consent and waiver is voluntary, that it has also represented been carefully considered, and that such party has consulted with counsel in connection therewith. SPAC and the Purchaser and/or its Affiliates Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Acquisition Merger Closing (made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementhereby or thereby) between or among SPAC, hereby agree, in advance, to waive (and to cause their Affiliates to waive) Sponsor and/or any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more other member of the SponsorFast Group, on the one hand, and Xxxxxx Xxxx, on the other hand, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall survive the Mergers and belong solely to the Sponsor and Fast Group after the Purchaser RepresentativeAcquisition Merger Closing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed or controlled by Purchaser SPAC. (b) SPAC, the Company, Pubco and Merger Sub, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by transactions contemplated hereby arises after the Purchaser Acquisition Merger Closing between or among (i) the stockholders or holders of other equity interests of the Company and any of its their respective directors, members, partners, officers, employees or Affiliates (including, after the Effective Timeother than SPAC) (collectively, the Surviving Corporation “Company Group”), on the one hand, and its Affiliates(ii) SPAC and/or any member of the Fast Group, on the other hand, any applicable privileges or protections legal counsel, including White & Case LLP (“White & Case”) that can represented the Company prior to the Acquisition Merger Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to SPAC, and even though such counsel may have represented SPAC and/or the Company in a matter substantially related to such dispute, or may be asserted handling ongoing matters for SPAC. Neither SPAC nor the Company shall seek to prevent disclosure or have White & Case disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Company Group by White & Case. The parties to this Agreement hereby waive any potential conflict of interest arising from such prior representation and each party shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such party has consulted with counsel in connection therewith. SPAC and the Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Acquisition Merger Closing (made in connection with 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 the Company and/or any member of the Company Group, on the one hand, and White & Case, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Acquisition Merger Closing, and shall not pass to or be claimed or controlled by SPAC. (c) The covenants, consents and waivers contained in this Section 11.16 shall not be deemed exclusive of any such communications other rights to any third partywhich Xxxxxx Xxxx or White & Case are entitled whether pursuant to law, contract or otherwise. (d) This Section 11.16 is intended for the benefit of, and shall be enforceable by, the Fast Group and the Company Group. This Section 11.16 shall be irrevocable, and no term of this Section 11.16 may be amended, waived, or modified without the prior written consent of Xxxxxx Xxxx or White & Case, as applicable.

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

Legal Representation. The (a) Each of the Parties agree that, notwithstanding acknowledges and agrees that Gxxxxxx Procter LLP (“Gxxxxxx” ) has acted as counsel to the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany, the Purchaser Company’s Subsidiaries and the Stockholder Representative and/or and certain of the Sponsor Company Equityholders in connection with the negotiation of this AgreementAgreement and the consummation of the transactions contemplated hereby. (b) Parent hereby consents and agrees to, and agrees to cause the Surviving Companies and their respective Subsidiaries to consent and agree to, Gxxxxxx representing the Stockholder Representative and/or any of the Company Equityholders after the Closing, including with respect to disputes in which the interests of the Stockholder Representative or a Company Equityholder may be directly adverse to Parent and its Subsidiaries (including the Surviving Companies and their respective Subsidiaries), and even though Gxxxxxx may have represented the Company its Subsidiaries and/or certain of the Company Equityholders in a matter substantially related to any such dispute, or may be handling ongoing matters for the Company, its Subsidiaries and/or certain of the Company Equityholders. Parent further consents and agrees to, and agrees to cause the Surviving Companies and their respective Subsidiaries to consent and agree to, the Ancillary Documents communication by Gxxxxxx to the Stockholder Representative and/or any Company Equityholder in connection with any such representation of any fact known to Gxxxxxx arising by reason of Gxxxxxx’x prior representation of the Company, Subsidiaries and/or certain of the Company Equityholders. 110 (c) In connection with the foregoing, Parent hereby irrevocably waives and agrees not to assert, and agrees to cause the Surviving Companies and their respective Subsidiaries to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Gxxxxxx’x prior representation of the Company, its Subsidiaries and/or certain of the Company Equityholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and thereby(ii) Gxxxxxx’x representation of the Stockholder Representative and/or any Company Equityholder prior to and after the Closing. (d) Parent further agrees, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject on behalf of this Agreement, EGS will be permitted in the futureitself and, after the Closing, to represent on behalf of the SponsorSurviving Companies and their respective Subsidiaries, that all communications in any form or format whatsoever between or among any of Gxxxxxx, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to Company, any of the Purchaser Company’s Subsidiaries, the Stockholder Representative, any Company Equityholder, or any of its Affiliatestheir respective directors, including any disputes arising out ofofficers, employees or other representatives to the extent related toto the negotiation, this Agreement. The Company documentation and the Seller Representative, who are or have the right to be represented by independent counsel in connection with consummation of the transactions contemplated by this AgreementAgreement or any dispute arising under this Agreement (collectively, hereby agreethe “Deal Communications”) shall be deemed to be retained and owned collectively by the Company Equityholders, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more shall be controlled by the Stockholder Representative on behalf of the SponsorCompany Equityholders and shall not pass to or be claimed by Parent, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Surviving Companies or any of their respective Affiliates, including any matters that arise out of this Agreement or Subsidiaries. All Deal Communications that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, privileged (the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Stockholder Representative and the Purchaser RepresentativeCompany Equityholders, shall be controlled by the Sponsor and Stockholder Representative on behalf of the Purchaser Representative Company Equityholders and shall not pass to or be claimed by Purchaser or Parent, the Surviving CorporationCompanies or any of their Subsidiaries. (e) Notwithstanding the foregoing, in the event that a dispute arises between Parent, any Surviving Company or any of their Subsidiaries, on the one hand, and a third party other than the Stockholder Representative, any Company Equityholder or any of their Affiliates, on the other hand, Parent, such Surviving Company or its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, furtherhowever, that nothing contained herein none of Parent, any Surviving Company or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representative. In the event that Parent, any Surviving Company or any of their Subsidiaries is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged Deal Communications, Parent shall be deemed immediately (and, in any event, within two (2) Business Days) notify the Stockholder Representative in writing (including by making specific reference to be this Section ‎10.13(e)) so that the Stockholder Representative can seek a waiver protective order and Parent agrees to use all commercially reasonable efforts to assist therewith. 111 (f) To the extent that Privileged Deal Communications maintained by Gxxxxxx constitute property of its clients, only the Purchaser Stockholder Representative shall hold such property rights and Gxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between Gxxxxxx, on the one hand, and Parent, the Company or any of its Affiliates Subsidiaries, on the other hand. (includingg) Parent agrees that it will not, after and that it will cause each Surviving Company and each of its Subsidiaries not to, (i) access or use the Effective TimePrivileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Stockholder Representative waive the attorney-client or other privilege, or by otherwise asserting that Parent, the Surviving Corporation and its AffiliatesCompany or any Subsidiary thereof has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Deal Communications from Gxxxxxx or any other Person. In furtherance of the foregoing, it shall not be a breach of any applicable privileges provision of this Agreement if, prior to the Closing, the Company, any of the Company’s Subsidiaries, the Stockholder Representative and/or any Company Equityholder, or protections that can any of their respective directors, officers, employees or may be asserted other representatives, takes any action to prevent disclosure protect from access or remove from the premises of the Company or any of the Subsidiaries of the Company (or any offsite back-up or other facilities) any Deal Communications, including without limitation by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any such communications to any third partyDeal Communications.

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

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

Legal Representation. The Parties agree thatEach of the parties to this Agreement hereby agrees, notwithstanding on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Dechert LLP (“Dechert”) currently serves as counsel to both (a) the fact that EGS may have, prior to Closing, jointly represented Company and its Subsidiaries and (b) the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Founding Stockholders in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Documents other ancillary agreements and the consummation of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, by this Agreement. The Company and the Seller RepresentativeThere may come a time, who are or have the right to be represented by independent counsel in connection with including after consummation of the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to when the interests of the PurchaserFounding Stockholders and the Company may no longer be aligned or when, for any reason, the Founding Stockholders, Dechert or the Company and/or believes that Dechert cannot or should no longer represent both the Founding Stockholders and the Company. In addition, the Parties agree that following consummation of the transactions contemplated by this Agreement, Dechert may serve as counsel to (x) the Representative or (y) any other Seller in the event such Person so requests, in either case, including in connection with matters adverse to the Company, so long as matters are not related to any matter where Dechert represented the Company or any of its Subsidiaries; provided, however, that the parties agree that Dechert may continue to represent the Representative or any of their respective Affiliates, including Seller in any matters that arise matter arising out of this Agreement the enforcement of or that are substantially resolution of a dispute related to this Agreement or to the transactions contemplated hereby. The parties understand and specifically agree that in any prior representation by EGS matter arising out of the Purchaserenforcement of or resolution of a dispute related to this Agreement or the transactions contemplated hereby, Merger SubDechert may withdraw from representing the Company and continue to represent the Founding Stockholders, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients Company hereby consents thereto and waives any conflict of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyinterest arising therefrom.

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

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

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