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

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

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

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

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

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

Legal Representation. The Parties agree 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. (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 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, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, Purchaser Parties and/or 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 the Pubco, 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 the Pubco, 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 SponsorPurchaser Parties, the Purchaser Representative 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 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 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 Company) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

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

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

Legal Representation. The Parties agree that, notwithstanding the fact that EGS securities counsel may have, prior to the Closing, jointly represented the PurchaserSPAC, Merger Sub, Sub and the Purchaser Representative and/or the Sponsor SPAC Sponsors in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented SPAC, Merger Sub, the Purchaser SPAC Sponsors and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS securities counsel 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, hereby agreeagrees, 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 EGSsecurities counsel’s future representation of one or more of the Sponsor, the Purchaser Representative SPAC Sponsors or their respective 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 securities counsel of the PurchaserSPAC Sponsors, 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, each of the Sponsor and the Purchaser Representative SPAC Sponsors shall be deemed the clients client of EGS securities 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 Representativeapplicable SPAC Sponsor, shall be controlled by the such SPAC Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationSPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree that(a) Purchaser, notwithstanding for itself and its Affiliates, and its and its Affiliates’ respective successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that all attorney client privileged communications between Seller and its respective directors, officers, employees, Affiliates, and/or their counsel, including Bass, Xxxxx & Xxxx PLC, made in connection with the fact that EGS may havenegotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement or any of the transactions contemplated hereby (the “Acquisition Engagement”), which, immediately prior to the Closing, jointly represented the would be deemed to be privileged communications of Seller, its Affiliates, and/or their counsel, and would not be subject to disclosure to Purchaser or its officers, employees, Affiliates and Purchaser’s and its Affiliates’ respective successors and assigns, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with any process relating to a dispute arising under or in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby or otherwise, such communications shall continue after the Closing to be privileged communications with 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 between such Persons are adverse to the and such counsel and neither Purchaser or nor any of its Affiliates nor any Person purporting to act on behalf of or through Purchaser or its Affiliates, shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Purchaser or the Acquired Business. For the avoidance of doubt, attorney client privileged communications among any Person acting on behalf of the Acquired Business, including any disputes arising out ofdirectors, or related toofficers, this Agreementemployees, Affiliates, and/or their counsel, including Bass, Xxxxx & Xxxx PLC, that do not relate to the Acquisition Engagement shall transfer to Purchaser at the Closing. 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 parties hereto understand and agree thatthat the Notary works with NautaDutilh B.V., for which advises Purchaser in the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Transactions with respect to the negotiation, execution and performance Laws 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 Netherlands. (b) With reference to the Sponsor and the Purchaser Representative, shall be controlled Code of Conduct (Verordening beroeps-en gegdragsregels) established 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 Royal Notarial Professional Organization (including, after the Effective TimeKoninklijke Notariële Beroepsorganisatie), the Surviving Corporation and its Affiliates) of parties hereby expressly agree that the Notary shall execute any applicable privileges or protections that can or may be asserted notarial deeds related to prevent disclosure of any such communications to any third partythis Agreement.

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 Blockers’, the Sponsor Company’s and its Subsidiaries’ current and former legal counsel (including K&E LLP) (each, “Company Counsel”) may serve as counsel to each and any of the Representative, the 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 any of the Purchaser Blockers, the 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 Purchaser Representative or their respective Affiliates in which Representative. For the interests avoidance of such Person are adverse doubt, as to the interests of any Privileged Materials, the Purchaser, the Merger Sub, the Blocker Purchaser and the Company and/or (including, after the Seller Representative or Closing, the Surviving Company), 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 Affiliates. The Non-Recourse Parties acknowledge after the Closing, and agree that, for the purposes Representative and its Affiliates shall have the right to assert any of the attorney-client privilegePrivileges against the Blockers, 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 Company (including, after the Effective TimeClosing, the Surviving Corporation Company) and its AffiliatesSubsidiaries. The Company (including, after the Closing, the Surviving Company) further agrees that, on its own behalf and on behalf of its Subsidiaries and the Blockers, any applicable privileges Company Counsel’s retention by the Surviving Company or protections any of its Subsidiaries or any of the Blockers shall be deemed completed and terminated without any further action by any Person effective as of the Closing. Notwithstanding the foregoing, in the event that can a dispute arises between the Purchaser, the Blocker Purchaser, the Blockers, the Surviving Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Surviving Company and its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications by Company Counsel to such third party; provided, however, that neither the Surviving Company nor any such communications Subsidiary may waive such privilege without the prior written consent of the Representative (on behalf of itself or the Sellers). The Surviving Company shall cause each of its future direct and indirect Subsidiaries and the Blockers and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 14.14 and take any third partyand all other steps necessary to effect the agreements in this Section 14.14.

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 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 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 Seller, 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 Nxxxxx Xxxxxxx’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 Company, the Seller, 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 Nxxxxx Xxxxxxx 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 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 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 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(a) Each Party acknowledges that each of them has had the opportunity to review this Agreement with independent legal counsel. Xxxxx & Xxxxxx L.L.P. (the “Designated Firm”) has represented the Company in connection with the negotiation and preparation of this Agreement and has not represented any of the other Parties. Xxxxxx & Xxxxxxx LLP has represented Buyer in connection with the negotiation and preparation of this Agreement and has not represented any of the other Parties. (b) Buyer (on behalf of itself and its Affiliates, notwithstanding including, after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany) hereby irrevocably acknowledges and agrees that: (i) Sellers, Merger Sub, the Purchaser Shareholder Representative and/or their respective Affiliates shall have the Sponsor right to retain the Designated Firm, at their own costs, to represent their interests in any dispute arising under or in connection with this Agreement, the Ancillary Documents and any agreement, document or instrument entered into pursuant to this Agreement, or the transactions contemplated hereby or thereby (a “Dispute”); (ii) Buyer (on behalf of itself and therebyits Affiliates, 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 futureincluding, after the Closing, the Company) irrevocably waives, consents to represent the Sponsorand covenants not to assert any objection, the Purchaser based on conflict of interest or otherwise, to any representation of Sellers, Shareholder Representative or any of their respective Affiliates by the Designated Firm in connection with matters in which such Persons any Dispute; (iii) all communications that are adverse to the Purchaser or between any of its AffiliatesSeller, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Shareholder 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 (prior to the Seller Representative Closing) or any of their respective Affiliates, including directors, managers, officers, employees or Representatives, on the one hand, and the Designated Firm, on the other hand, (A) with respect to which Sellers have or may reasonably be expected to have an indemnification obligation hereunder or (B) made specifically in connection with the negotiation, preparation, execution, delivery and closing under, or any matters that arise out of dispute arising in connection with, this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsortransactions contemplated hereby (collectively, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that“Protected Seller Communications”), for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely 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 privileged and confidential communications; (iv) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by Shareholder Representative; and (v) to the Purchaser extent Buyer or any of its Affiliates (including, including the Company) should discover in its possession after the Effective TimeClosing any Protected Seller Communications, it shall take reasonable steps to preserve the Surviving Corporation confidentiality thereof and, if requested, promptly deliver the same to Shareholder Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protection. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (including the Company), on the one hand, and a third party other than any Seller or their Affiliates, on the other hand, Buyer and its AffiliatesAffiliates (including the Company) of any applicable privileges or protections that can or may be asserted assert the attorney-client privilege (and Sellers shall not waive such privilege) to prevent disclosure of any Protected Seller Communications to such communications to any third party; provided, however, that neither Buyer nor any of its Affiliates (including the Company) may waive such privilege without the prior written consent of Shareholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

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

Legal Representation. The Parties agree thatPurchaser, notwithstanding on behalf of itself and its Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the Company) acknowledges and agrees that Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx”) may have acted as counsel for Cetus, the Company and their respective Affiliates in certain matters for several years and that Cetus reasonably anticipates that Xxxxxxx will continue to represent it and/or such other parties (other than the Company and the Company Subsidiaries) in future matters. Accordingly, the Purchaser, Merger Subon behalf of itself and its Affiliates (including after the Closing, 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 Company) expressly: (a) consents to Xxxxxxx’x representation of Cetus and/or its Affiliates in connection with matters other than any post-Closing matter in which the transaction that is the subject interests of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative and the Company, on the one hand, and Cetus or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including on the other hand, are adverse, including, without limitation, any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right matter relating to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, Agreement or any disagreement or dispute relating thereto and (b) consents to the disclosure by Xxxxxxx to Cetus or its Affiliates of any information learned by Xxxxxxx in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict the course of interest that may hereafter arise in connection with EGS’s future its 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 PurchaserCetus, 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 Furthermore, the Purchaser, on behalf of itself and agree thatits Affiliates (including after the Closing, for the purposes Company) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Cetus and/or its Affiliates by Xxxxxxx in the transactions contemplated hereby, to the extent that such information or documentation was privileged as to Cetus and/or its Affiliates. Upon and after the Closing, the Company shall cease to have any attorney-client privilegerelationship with Xxxxxxx, the Sponsor unless and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and extent Xxxxxxx is specifically engaged in writing by the Ancillary Documents. All such communications shall remain privileged Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to Cetus and/or its Affiliates or Cetus and/or its Affiliates, as applicable, consent in writing at the privilege and time to such engagement. Any such representation of the expectation of client confidence relating thereto shall belong solely to Company by Xxxxxxx after the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and Closing shall not pass to or be claimed by Purchaser or affect the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any foregoing provisions hereof. [The remainder of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis page is intentionally left blank.]

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, Merger 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 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 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.

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 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, 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 Company, and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the PurchaserIntermediate, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Company 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 acknowledge and agree that Xxxxxx Xxxx has acted as counsel for some of the Purchaser or any stockholders of its Affiliatesthe Company, including any disputes arising out of, or related to, this Agreement. The the Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, 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 for several years and that, in the event of any post-Closing disputes between the parties hereto, such stockholders of the Company reasonably anticipate that Xxxxxx Xxxx will represent them in such matters. Accordingly, Buyer, Intermediate, Merger Sub, the Company and their respective Affiliates expressly consent to Xxxxxx Xxxx’x representation of such stockholders of the Company in any post-Closing matter in which the interests of such Person are adverse to Buyer, Intermediate, Merger Sub and the interests Company on the one hand, and the stockholders of the PurchaserCompany, on the other hand, are adverse, whether or not such matter is one in which Xxxxxx Xxxx may have previously advised such stockholders, the Company and/or the Seller Representative or any of their respective Affiliates; provided, including any however, that this sentence shall not apply if Xxxxxx Xxxx is at that time handling ongoing matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaserfor Buyer, Intermediate, Merger Sub, any Sponsor, the Purchaser Representative Company or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes Subsidiary of the attorney-client privilegeCompany. Furthermore, the Sponsor Buyer, Intermediate, Merger Sub and the Purchaser Representative shall be deemed the clients of EGS with respect Company irrevocably waive any right they may have to discover or obtain information or documentation relating to the negotiationrepresentation of such stockholders of the Company by Xxxxxx Xxxx in the transactions contemplated hereby, 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 extent that such information or documentation was privileged as to or be claimed by Purchaser or the Surviving Corporationsuch stockholders; provided, furtherhowever, that nothing contained herein shall be deemed to be a waiver Buyer, Intermediate, Merger Sub, the Company or their respective Affiliates are not prohibited from obtaining or using information that is owned by the Purchaser Company or any of is in 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 partypossession.

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

Legal Representation. The Parties agree that(a) Each of the parties acknowledges 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 other Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and therebyby this Agreement. There may come a time, and has also represented including after the Purchaser and/or its Affiliates in connection with matters other than consummation of the transaction that is the subject of transactions contemplated by this Agreement, EGS will when the interests of the Stockholders and the Company may no longer 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 Agreementaligned. The Company Parties understand and the Seller Representativespecifically agree that PC may, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement and the other Ancillary Agreements, hereby agreerepresent the Stockholders and the Stockholder Representative, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to even if the interests of the PurchaserStockholders and the interests of the Company or the Surviving Corporation are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated hereby, and even though PC may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company or any of its Affiliates, and Acquiror, Sub, and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or prior to the Closing between the Company and/or (or any of its directors, officers, employees, Affiliates, Stockholders, agents or other Representatives), on the Seller one hand, and its attorneys, on the other hand, relating to the negotiation of the transactions contemplated by this Agreement and any alternative transactions (collectively, the “Communications”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights of confidentiality of the Company (or any of its directors, officers, employees, Affiliates, Stockholders, agents or other Representatives) (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Stockholders and the Stockholder Representative and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Acquiror, Sub or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation and its AffiliatesCorporation) or any successor or assign of any applicable of the foregoing (collectively, the “Acquiror 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 Communications and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Stockholders, and (ii) no member of the Acquiror Group (including, after the Closing, the Surviving Corporation) will have any right, title, interest or benefit in or to any of the 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 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 Acquiror Group by operation of law or otherwise. (c) Each of Acquiror and Sub hereby agrees, on its own behalf and on behalf of the other members of the Acquiror Group (including, after the Closing, the Surviving Corporation), from and after the Closing, that can the Stockholders (i) will have the right to take possession and control of all Communications effective as of the Closing, and (ii) if and to the extent the Stockholders 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 11.19), the Stockholders will have the right to access and copy, from time to time, any Communication in the possession or control of any member of the Acquiror Group from and after the Closing, during normal business hours and on not less than twenty-four hours prior written notice, as the Stockholders determine, in their sole discretion, may be asserted to prevent disclosure necessary or desirable in connection with any post-Closing matter, regardless of any whether such communications matter is known to any third partymember of the Acquiror Group. If and to the extent that, at any time from and after the Closing, any member of the Acquiror Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Communication, each member of the Acquiror Group will not, and will cause the other members of the Acquiror Group not to, waive such privilege or right of confidentiality without the prior written consent of the Stockholder Representative (which consent may be withheld, conditioned or delayed in its sole discretion).

Legal Representation. (a) The Parties agree thatBuyer, notwithstanding on behalf of itself and its Affiliates (including, following the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany Parties), Merger Subacknowledges and agrees that Loeb & Loeb LLP, Crowell & Moring LLP, Brownstein Hyatt Farber Schreck, LLP, Morrison Cohen LLP, Osborne Clarke LLP, Greenberg Traurig, LLP, and Borden Ladner Gervais LLP (“Counsel”) may have acted as counsel for the Seller, the Purchaser Representative Company Parties, and/or their respective Affiliates (collectively, the Sponsor “Clients”) in connection with this Agreement, the Ancillary Documents Transaction Documents, and the transactions contemplated hereby and therebythereby (the “Transaction Engagement”). (b) The Buyer, on behalf of itself and its Affiliates (including, following the Closing, the Company Parties), (i) acknowledges and agrees that all communications (whether written or oral) between any Client, on the one hand, and has also Counsel, on the other hand, in connection with the Transaction Engagement (the “Transaction Communications”), and any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto, shall be deemed to belong solely (and are hereby assigned) to the Seller, and shall not belong to any Company Parties or pass to or be claimed, held, reviewed, or used by the Buyer or any Company Parties upon or following the Closing, and (ii) agrees to take any further action as may be reasonably necessary to cause the Transaction Communications to be vested in the Seller and to preserve for the benefit of the Seller any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto. Accordingly, the Buyer shall not have access to any Transaction Communications, or to the files of Counsel relating to the Transaction Engagement, whether or not the Closing occurs. Without limiting the foregoing, upon and following the Closing, (A) to the extent that files of Counsel in respect of the Transaction Engagement constitute property of any Client, only the Seller shall hold such property rights, and (B) Counsel shall have no duty whatsoever to reveal or disclose any Transaction Communications or any such files to the Buyer or any Company Parties by reason of any attorney-client relationship between Counsel and the Company Parties or otherwise. The Buyer, on behalf of itself and its Affiliates (including, following the Closing, the Company Parties) irrevocably waives any right it may have to discover or obtain information or documentation relating to the Transaction Engagement, to the extent that such information or documentation was subject to an attorney-client privilege, work product protection or protection under applicable attorney work-product doctrine arising from Counsel’s representation of any Client. If and to the extent that, at any time following the Closing, the Buyer or any of its Affiliates (including, following the Closing, the Company Parties) shall have the right to assert or waive any attorney-client privilege with respect to any communication (whether written or oral) between any Company Parties or any of their Affiliates, on the one hand, and Counsel or any other Person that does then represent or shall have previously represented any of them, on the Purchaser and/or other hand, which communication occurred at any time prior to or at the Closing, neither the Buyer nor any of its Affiliates (including, following the Closing, the Company Parties) shall be entitled to waive such privilege without the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned, or delayed). (c) The Buyer, on behalf of itself and its Affiliates (including, following the Closing, the Company Parties), acknowledges that Counsel may have acted as counsel for one or more of the Clients in certain matters for several years, and the Seller and its Affiliates reasonably anticipate that Counsel will continue to represent it in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including, following the Closing, the Company Parties), expressly: (i) consents to Counsel’s representation of the Seller and its Affiliates in connection with matters other than the transaction that is the subject of this Agreementany matter, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters which may include any post-Closing matter in which such Persons are adverse to the Purchaser interests of the Buyer or any Company Party, on the one hand, and the Seller or any of its Affiliates, including on the other hand, are adverse (which may include any disputes arising out ofmatter relating to the transactions contemplated hereby), whether or not such matter is one in which Counsel may have previously advised the Seller or its Affiliates; and (ii) consents to the disclosure by Counsel to the Seller and its Affiliates of any information learned by Counsel in the course of its representation of any of the Clients, whether or not such information is subject to attorney-client privilege, attorney work product protection, or related toCounsel’s duty of confidentiality. (d) The Buyer, this Agreement. The on behalf of itself and its Affiliates (including, following the Closing, the Company Parties), acknowledges, agrees, and the Seller Representative, who are covenants that no such Person shall assert any claim or have the right bring any Proceeding against Counsel in respect of legal services provided by Counsel to be represented by independent counsel any Company Party in connection with the transactions contemplated by this AgreementTransaction Engagement. (e) Upon and following the Closing, hereby agreethe Company Parties shall cease to have any attorney-client relationship with Counsel, in advance, to waive (unless and to cause their Affiliates the extent Counsel is specifically engaged in writing by a Company Party to waiverepresent it following the Closing and such engagement either (i) involves no conflict of interest with respect to the Seller, or (ii) the Seller consents in writing at the time to such engagement. No such representation by Counsel following the Closing shall affect any of the other provisions set forth in this Section 10.13. (f) Each party hereto consents to the arrangements set forth in this Section 10.13 and waives 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 Counsel permitted under this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySection 10.13.

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

Legal Representation. 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. 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 (a) In any dispute or proceeding arising under or 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 SponsorAgreement including under Article IX, the Purchaser Representative or Indemnified Parties shall have the right, at their election, to retain DLA Piper LLP (US) (“DLA Piper”) to represent them in such matter and the Purchaser, for itself and for its successors and assigns and for the other Purchaser Indemnified Parties (including the Surviving Entity) and their respective Affiliates successors and assigns, hereby irrevocably waives and consents to any such representation in connection with matters in which any such Persons are adverse matter. The Purchaser acknowledges that the foregoing provision shall apply whether or not DLA Piper provides legal services to the Surviving Entity after the Closing Date. The Purchaser, for itself and its successors and assigns and for the other Purchaser or any of its AffiliatesIndemnified Parties (including the Surviving Entity) and their respective successors and assigns, hereby irrevocably acknowledge and agree that all communications between the Purchaser Indemnified Parties and their counsel, including any disputes arising out ofDLA Piper, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel made in connection with the transactions contemplated by negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement, hereby agreeor any matter relating to any of the foregoing, are privileged communications between the Purchaser Indemnified Parties. (b) In any dispute or proceeding arising under or in advanceconnection with this Agreement including under Article IX, the Equityholders and Equityholders’ Representative shall have the right, at their election, to waive retain Xxxxx, Xxxxxxxx & Xxxxxxx, LLP (“SGR”) to represent them in such matter and the Purchaser and the Merger Sub, for themselves and for their respective successors and assigns and for the other Purchaser Indemnified Parties (including Surviving Entity) and their respective successors and assigns, hereby (i) irrevocably consents to cause their Affiliates to waiveany such representation in any such matter and (ii) hereby knowingly and voluntarily waives any actual or potential conflict conflicts of interest that may hereafter arise in connection with EGS’s future representation as a result of SGR representing one or more of the SponsorEquityholders’ Representative or the Equityholders in connection with the any such dispute or proceeding, notwithstanding SGR’s prior representation of the Company, including in connection with this Agreement and the transactions contemplated herein. (c) the Purchaser Representative or their respective Affiliates in which and 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 for themselves and for their respective Affiliates. The Parties acknowledge successors and agree that, assigns and for the purposes of other Purchaser Indemnified Parties (including the Surviving Entity) and their respective successors and assigns, further agrees that the attorney-client privilege, the Sponsor expectation of client confidence and all other rights to any evidentiary privilege as to all communications between or among SGR, the Purchaser Company, the Equityholders or any officer, director, employee, Representative shall or Affiliate of the Company (in such capacity), relating to this Agreement, the Transaction, the other contracts and instruments to be deemed the clients of EGS with respect entered into pursuant to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications transactions contemplated hereby or thereby, shall remain privileged after belong to Equityholders Representative 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 Purchaser, the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Entity or any of its their respective Affiliates or Subsidiaries. (includingd) Following the Closing, after the Effective Timeneither Purchaser, the Surviving Corporation Entity, the Purchaser Indemnified Parties nor their respective Affiliates or Subsidiaries shall have any rights of access to or control over any of records of SGR related to such transactions, which shall become the property of (and its Affiliatesbe controlled by) the Equityholders’ Representative on behalf of any applicable privileges or protections the Equityholders. Purchaser and Merger Sub acknowledges that can or it may be asserted impracticable to prevent disclosure remove from the records of the Surviving Entity (including emails and other electronic files) any privileged communications with SGR. Purchaser and the Merger Sub, for themselves and for their respective successors and assigns and for the other Purchaser Indemnified Parties (including Surviving Entity) and their respective successors and assigns, each agrees not to access, review or otherwise use, examine or rely upon such privileged communications that may remain in the records of the Surviving Entity, and irrevocably agree that no attorney client privilege, attorney work product or other privilege or protection is waived or intended to any third partybe waived by allowing such material to remain in the files of the Surviving Entity.

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. The Parties agree that, notwithstanding the fact (a) Each Party acknowledges that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or (i) each of the Sponsor in connection with this AgreementPartners, the Ancillary Documents Seller and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or Acquired Companies have retained Xxxx Xxxxxxxx LLP (“Xxxx Xxxxxxxx”) to act as 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 AgreementTransaction Matters as well as other past and ongoing matters, hereby agree(ii) Xxxx Xxxxxxxx has not acted as counsel for any other Person in connection with the Transaction Matters, in advanceand (iii) no Person other than the Sponsor Partners, to waive (Seller and to cause their Affiliates to waive) any actual or potential the Acquired Companies has the status of a Xxxx Xxxxxxxx client for conflict of interest that may hereafter arise in connection with EGS’s future or any other purpose as a result thereof. Buyer (i) waives and will not assert, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) to waive and not assert, any conflict of interest relating to Xxxx Xxxxxxxx’x representation of one or more after the Closing of the SponsorSponsor Partners, the Purchaser Representative Seller or any of their respective Affiliates in which any matter, whether involving the interests Transaction Matters (including any litigation, arbitration, mediation, dispute resolution procedure or other proceeding) or otherwise, and (ii) consents to, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) to consent to, any such Person are adverse to representation, even though in each case (x) the interests of the PurchaserSponsor Partners, Seller and/or their respective Affiliates may be directly adverse to Buyer or the Acquired Companies, (y) Xxxx Xxxxxxxx may have represented any Acquired Company in a substantially related matter, and/or (z) Xxxx Xxxxxxxx may be handling other ongoing matters for Buyer or any of the Acquired Companies. (b) Buyer agrees that, after the Closing, neither Buyer nor any of its Subsidiaries (including, after Closing, the Acquired Companies) will have any right to access or control any of Xxxx Xxxxxxxx’ records relating to or affecting any Transaction Matter, which will be the property of (and be controlled by) the Sponsor Partners and Seller. In addition, Buyer agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Companies. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) not to, use any Attorney-Client Communication remaining in the records of any Acquired Company and/or after Closing in a manner that may be adverse to the Sponsor Partners, Seller Representative or any of their respective Affiliates. (c) Buyer agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Acquired Companies), that from and after Closing (i) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications are hereby assigned to and shall belong to the Sponsor Partners and Seller and will not pass to or be claimed by Buyer or any of its Subsidiaries (including, after Closing, the Acquired Companies) and (ii) the Sponsor Partners and Seller, together, will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not the Sponsor Partners, Seller or any of their respective Affiliates; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any matters dispute with a Person that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of is not the PurchaserSponsor Partners, Merger Sub, any Sponsor, the Purchaser Representative Seller or any of their respective Affiliates. The Parties acknowledge Furthermore, Buyer agrees, on its own behalf and agree thaton LEGAL_US_E # 161486834.17 behalf of each of its Subsidiaries (including, for after Closing, the purposes Acquired Companies), that in the event of a dispute between the Sponsor Partners, Seller or any of their respective Affiliates on the one hand and Buyer or any of the Acquired Companies on the other hand arising out of or relating to any matter in which Xxxx Xxxxxxxx jointly represented both parties, neither 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 confidence, nor any right to any other evidentiary privilege will protect from disclosure to the Sponsor and the Purchaser RepresentativePartners, 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 Seller or any of its their respective Affiliates (including, after any information or documents developed or shared during the Effective Time, the Surviving Corporation and its Affiliates) course of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyXxxx Xxxxxxxx’x joint representation.

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

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

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

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

Legal Representation. The Parties agree thatEach Party acknowledges and agrees, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on its own behalf and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any on behalf of its Affiliates, including that (a) Faegre Drinker Xxxxxx & Xxxxx LLP (along with any disputes arising out ofpredecessor or successor, “Faegre Drinker”), has served as legal counsel to the Acquired Companies from time to time and that Faegre Drinker’s services for the Acquired Companies have included representation regarding aspects of the transactions contemplated herein and other matters and (b) after Closing, Faegre Drinker may serve as legal counsel to any Seller or any Affiliate of any Seller, or related toany director, this Agreement. The Company and officer, member, partner or employee of any of the Seller Representative, who are or have the right to be represented by independent counsel foregoing in connection with the transactions contemplated by this Agreementherein (including any claim or other Proceeding relating hereto) or any other matter, notwithstanding such other representation (or any continued representation). Each Party (on its and its Affiliates behalf) hereby agree, in advance, consents to waive (such representation and to cause their Affiliates to waive) waives any actual or potential conflict of interest that may hereafter arise relating thereto. In addition, all communications involving attorney-client confidences among the Acquired Companies and Faegre Drinker in connection with EGS’s future representation of one or more the course of the Sponsornegotiation, documentation and consummation of the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse transactions contemplated herein will be deemed to be attorney-client confidences that belong solely to the interests Sellers (and not to any Acquired Company or its subsidiaries) and may be controlled by Sellers’ Representative. Without limiting the generality of the Purchaserforegoing, (a) upon and after the Closing, (1) the Company and/or the Seller Representative or any Sellers and each of their respective Affiliates, including Affiliates (and not any matters that arise out of this Agreement Acquired Company or that are substantially related to this Agreement or to any prior representation by EGS of its subsidiaries) will be the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiation, execution documentation and performance consummation of this Agreement the transactions contemplated herein (collectively, the “Pre-Sale Communications”), 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 no Acquired Company or its subsidiaries will be a holder thereof, (2) to the Sponsor extent that files of Faegre Drinker with respect to the negotiation, documentation and consummation of the Purchaser Representativetransactions contemplated herein constitute property of the client, shall be controlled by only the Sponsor Sellers and their Affiliates (and not any Acquired Company or its subsidiaries) will hold such property rights and (3) Faegre Drinker will have no duty whatsoever to reveal or disclose the Purchaser Representative and shall not pass Pre-Sale Communications of files pertaining to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed Pre-Sale Communications to be a waiver by the Purchaser any Acquired Company or any of its Affiliates subsidiaries by reason of any attorney-client relationship between Faegre Drinker and the Acquired Companies or otherwise; and (includingb) it would be impracticable to remove from the records (including emails and other electronic files) of the Acquired Companies any privileged communications with Faegre Drinker and therefore the Parties agree that no waiver of any applicable attorney-client, after work product or other privilege shall result if such material is allowed to remain in the Effective Time, the Surviving Corporation files of any Acquired Company 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 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 Buyer hereby waives and agrees to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebynot assert, and has also represented agrees to cause the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, Group Entities to waive (and to cause their Affiliates to waive) not assert, any actual or potential conflict of interest arising out of or relating to the representation, after the Closing Date, of Sellers or the Company Group Entities in any dispute with Buyer, the Company Group Entities or their Affiliates or any other matter involving the transactions contemplated hereby (each, a “Post-Closing Representation”) by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company Group Entities or its Affiliates (each, a “Prior Company Group Entities Counsel”) in connection with the transactions contemplated hereby (“Pre-Closing Representation”). Buyer further waives and agrees to not assert, and agrees to cause the Company Group Entities and its Affiliates to waive and not assert, in connection with any Post-Closing Representation, any attorney-client privilege with respect to any communication between any Prior Company Group Entities Counsel and Sellers, the Company Group Entities, their Affiliates and/or any director, officer, employee, manager or representative of the Company Group Entities or its Affiliates that relates to the Pre-Closing Representation (it being the intention of the Parties that all rights to such attorney-client privilege, including the right to control such attorney-client privilege, shall be held by Sellers). Recognizing that Prior Company Group Entities Counsel has acted as legal counsel to the Company Group Entities, certain of the direct and indirect holders of the equity interests in the Company Group Entities and certain of their respective Affiliates prior to the date hereof, and that Prior Company Group Entities Counsel intends to act as legal counsel to Sellers and certain of the direct and indirect holders of equity interests in the Company Group Entities and their respective Affiliates (which will no longer include the Company Group Entities) after the Closing, Buyer and the Company Group Entities hereby waive, on their own behalf and agree to cause their Affiliates to waive, any conflicts that may hereafter arise in connection with EGS’s future representation of one Prior Company Group Entities Counsel representing Sellers or more any direct or indirect holders of the Sponsorequity interests in the Company Group Entities or their Affiliates after the Closing as such representation may relate to Buyer, the Purchaser Representative Company Group Entities, its Affiliates or the transactions contemplated hereby. In addition, all communications between direct and indirect holders of the equity interests in the Company Group Entities, the Company Group Entities and their respective Affiliates, on the one hand, and Prior Company Group Entities Counsel, on the other hand, related to the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of equity interests in the Company Group Entities and their respective Affiliates in which (and not the interests of such Person are adverse to Company Group Entities) (the interests of the Purchaser“Sellers Pre-Closing Communications”). Accordingly, the Company and/or Group Entities shall have no access to any such Sellers Pre-Closing Communications or to the Seller Representative files of Prior Company Group Entities Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company Group Entities in any medium (including electronic copies) containing or reflecting any of the Sellers Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Sellers effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be distributed to Sellers immediately prior to the Closing with no copies thereof retained by the Company Group Entities, Buyer or any of their respective AffiliatesAffiliates or Representatives. From and after the Closing, including Buyer and the Company Group Entities shall maintain the confidentiality of all such material and information. From and after the Closing, none of Buyer, the Company Group Entities, Affiliates and Representatives shall access or in any matters way, directly or indirectly, use or rely upon any such materials or information. To the extent that arise out any such materials or information are not delivered to Sellers, they will be held for the benefit of this Agreement or that are substantially related Sellers, and Buyer, the Company Group Entities, Affiliates and Representatives shall deliver all such material and information to this Agreement or to any prior representation by EGS Sellers promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the Purchaserforegoing, Merger Subfrom and after the Closing, any Sponsor, (i) the Purchaser Representative or any direct and indirect holders of the equity interests in the Company Group Entities and their respective Affiliates. The Parties acknowledge Affiliates (and agree that, for not the purposes Company Group Entities) shall be the sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to such engagement, and none of the negotiationCompany Group Entities shall be a holder thereof, execution (ii) to the extent that files of Prior Company Group Entities Counsel in respect of such engagement constitute property of the client, only the direct and performance indirect holders of the equity interests in the Company Group Entities and their respective Affiliates (and not the Company Group Entities) shall hold such property rights, and (iii) Prior Company Group Entities Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company Group Entities by reason of any attorney-client relationship between Prior Company Group Entities Counsel and the Company Group Entities. Each of Buyer and the Company Group Entities hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement Section 11.19, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.19 is for the benefit of Sellers and each Prior Company Group Entities Counsel, and each Prior Company Group Entities Counsel are intended third-party beneficiaries of this Section 11.19. This Section 11.19 shall be irrevocable, and no term of this Section 11.19 may be amended, waived or modified without the prior written consent of Sellers’ and the Ancillary DocumentsPrior Company Group Entities Counsel affected thereby. All such communications shall remain privileged after Notwithstanding the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeforegoing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that (i) nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer, any Company Group Entity or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications Protected Materials to any third party (other than to a Seller or any Affiliates Controlled by or under common Control with such Seller) and (ii) if a dispute arises between Buyer or a Company Group Entity and a third party (other than a Seller or any of its Affiliates) after the Closing, then such Company Group Entity, to the extent applicable, may assert the attorney-client privilege to prevent disclosure of the Protected Materials to such third party. The covenants and obligations set forth in this Section 11.19 shall survive for ten (10) years following the Closing Date.

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

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

Legal Representation. The Parties 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 Xxxx Xxxxxxxx LLP (the “CWI Law Firm”), notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCWI and/or their Affiliates (collectively, the Purchaser Representative and/or “CWI Parties”) in the Sponsor 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 this Agreement, any dispute that may arise between the Ancillary Documents and the transactions contemplated hereby and therebyCWI Parties or any other Member (or its Affiliates), 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 each Member hereby waive 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 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 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 EGSany representation which may present a potential or real conflict of interest with each other 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 CWI Law Firm to keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of the CWI Law Firm to their clients. 18.3 Each Member also acknowledges that Xxxxxxx Procter LLP (the “FHR Law Firm”), represented FHR and/or their Affiliates (collectively, the “FHR Parties”) in the negotiation of this Agreement. Each Member acknowledges and agrees that while it may benefit derivatively from the FHR 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 FHR Law Firm not be conflicted from representing the FHR Parties in connection with any dispute that may arise between the FHR 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 FHR Law Firm’s past or future representation of one the FHR Parties, and hereby consents to and acknowledges that the FHR Law Firm will in the future represent the FHR 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 FHR Law Firm to prevent disclosure keep all attorney/client communications confidential or otherwise to limit any other ethical obligations of any such communications the FHR Law Firm to any third partytheir clients.

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP (“LBBS”) 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 LBBS 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 EGSLBBS’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 LBBS 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 LBBS 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 CorporationCompany; 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 Company 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 Each of the fact parties hereto 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 and the transactions contemplated hereby and thereby, and DLA Piper LLP (“DLA”) 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 acted as 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 counsel Parties in connection with the negotiation of this Agreement and consummation of the transactions contemplated by this Agreementhereby. (a) Purchaser (on behalf of itself and each of its Affiliates) hereby irrevocably waives and agree not to assert, hereby agree, in advance, to waive (and agrees to cause their Affiliates the Company and Seller Parties to waive) irrevocably waive and not to assert, any actual or potential conflict of interest that may hereafter arise arising from or in connection with EGS(i) DLA’s future prior representation of one or more the Company and Seller Parties prior to and after the Closing. Each of the SponsorPurchaser and the Company agrees that after the Closing, DLA may represent the Purchaser Representative or Seller Parties and/or their respective Affiliates in which the interests of such Person are adverse all matters related to the interests Transaction Agreements, including in respect of any indemnification claims pursuant to the Transaction Agreements. (b) Purchaser (on behalf of itself and each of its Affiliates) further agrees, on behalf of themselves and, after the Closing, on behalf of the PurchaserCompany, that all privileged communications in any form or format whatsoever between or among DLA, on the one hand, and the Company and/or the or Seller Representative Parties, or any of their respective Affiliatesdirectors, including officers, employees or other representatives, on the other hand, that relate in 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 way to the negotiation, execution documentation and performance consummation of the transactions contemplated hereby or any dispute arising under this Agreement and Agreement, unless adjudicated to be not privileged by a court of law (collectively, the Ancillary Documents. All such communications “Privileged Deal Communications”), shall remain privileged after the Closing and that the privilege Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSeller Parties, shall be controlled (including the ability to waive privilege) by the Sponsor and Agent on behalf of the Purchaser Representative Seller Parties and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; providedCompany. To the extent that Purchaser or the Company receives or takes physical possession of any Privileged Deal 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 Seller Parties, 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 11.18. (c) In the event that can a dispute arises between: (i) Purchaser or the Company; and (ii) a third party other than the Seller Parties, Purchaser 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 DLA and DLA shall not disclose such information; or (B) waive such privilege.

Legal Representation. The Parties Buyer, each Seller Party, Seller Representative, and Company understand, acknowledge and agree that, notwithstanding : (a) Jxxxxx Xxxxxxx Xxxxxx & Mxxxxxxx LLP (“JMBM”) has represented only the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Company in connection with this Agreement, the Ancillary Documents transactions contemplated hereby; (b) up to and through the Closing Date, JMBM has not represented or provided legal counsel to Buyer on any matter, and has no attorney-client relationship with Buyer; (c) they have been advised by JMBM that under applicable rules of professional conduct (i) a law firm may not represent a client in a matter directly adverse to another client, unless among other things, each client consents to such representation, and (ii) law firms may not represent a client against a former client in the same or a substantially related matter unless the former client consents to such representation; (d) Buyer, on behalf of itself and the Company following the Closing, hereby consents to the representation of any Seller, Makarem and/or the Seller Representative by JMBM in connection with any matters adverse to Buyer arising from or related to this Agreement and the transactions contemplated hereby and therebyhereby, 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 hereby waives 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 by JMBM related thereto, provided, however, that may hereafter arise JMBM does not use any attorney-client privileged information of the Company that JMBM receives from the Company after the Closing Date; (e) Buyer will not assert, nor will Buyer cause the Company to assert, that the possession by JMBM of any confidential information obtained in connection with EGSthe course of JMBM’s future pre-Closing 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 as a basis for seeking to disqualify JMBM from representing any Seller, Makarem or the Seller Representative against Buyer in a matter arising from or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or the transactions contemplated hereby; (f) JMBM may rely on this Section 9.17 for purposes of demonstrating that it has given written notice to, and has received written consent from, Buyer and the Company to JMBM’s, representation of any prior representation by EGS Seller, Makarem or the Seller Representative as described above; (g) Buyer further agrees that, as to all communications between JMBM, on the one hand, and any of the Purchaser, Merger SubCompany, any SponsorSeller, Makarem and/or the Seller Representative, on the other hand, prior to the Closing Date to the extent related to this Agreement, the Purchaser Representative transactions contemplated hereby or negotiations with any third parties regarding a sale of their respective Affiliates. The Parties acknowledge and agree thatthe Company that constitute attorney-client privilege under Applicable Law (collectively, for the purposes of “Seller Privileged Communications”), 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 such Seller Privileged Communications belongs to the Sponsor Seller Representative (as opposed to Buyer and the Purchaser RepresentativeCompany), shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Buyer or the Surviving Corporation; providedCompany. The parties hereto agree that, furtheras to all other pre-Closing communications among JMBM, the Company, any of the Seller Parties or the Seller Representative including those that nothing contained herein relate solely to the usual and ongoing business of the Company and do not directly reference or directly involve this Agreement (or the Transactions), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belonging to the Company shall be deemed continue to be a waiver controlled by Buyer after the Purchaser Closing Date and shall not pass to or be claimed by any of the Seller Parties, the Seller Representative or any of its Affiliates the Company’s pre-Closing officers or employees; (includingh) any post-Closing communications among the Parties hereunder required or permitted pursuant to this Agreement shall not constitute a voluntary disclosure of any attorney-client privileged matter, a waiver of the expectation of any client confidence or a waiver of any other rights to any evidentiary privilege that belong to the Company, in each case relating to any ongoing or reasonably foreseeable dispute with any third party. Any and all such communications and disclosure of communications and information shall be made under the protection of a “common interest” or “joint defense” agreement that includes, among other provisions, a non-waiver agreement regarding the attorney-client privilege in connection with any ongoing or reasonably foreseeable dispute with any third party, including any Governmental Authority; (i) upon the Closing, none of Buyer, the Company, nor any of their representatives shall have any right to access any Seller Privileged Communications. Notwithstanding the foregoing, in the event that a dispute arises between the Company and a third party after the Effective TimeClosing, the Surviving Corporation Company may (i) assert any attorney-client privilege that exists between JMBM and its Affiliates) of any applicable privileges or protections that can or may be asserted the Company to prevent disclosure of any confidential communication by JMBM to such communications third party or (ii) waive such privilege; provided, however, that the Company has given the Seller Representative at least five (5) Business Days’ notice of its intent to any third partywaive this privilege, so that the Seller Representative has an opportunity to assert such privilege if Seller Representative so chooses.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the PurchaserPensare, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Company 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 acknowledge and the Seller Representative, who are or have the right to be represented by independent agree that Gixxxx Xuxx xas acted as 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 for certain of the SponsorCompany Stockholders, the Purchaser Representative or Company, and their respective Affiliates for several years and that such stockholders reasonably anticipate that Gixxxx Xuxx xill continue to represent them in future matters. Accordingly, Pensare, Merger Sub, the Company and their respective Affiliates expressly consent to Gixxxx Xuxx’x xepresentation of the Company Stockholders in any post-Closing matter in which the interests of such Person Pensare, Merger Sub and the Surviving Corporation, on the one hand, and the Company Stockholders, on the other hand, are adverse adverse, including, without limitation, any matter relating to the interests of Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Gixxxx Xuxx xay have previously advised the PurchaserCompany Stockholders, the Company and/or or their respective Affiliates. Furthermore, Pensare and the Seller Representative Company irrevocably waive any right they may have to discover or obtain information or documentation relating to the representation of the Company or the Company Stockholders by Gixxxx Xuxx xn the transactions contemplated hereby, to the extent that such information or documentation was privileged as to the Company Stockholders. Pensare, Merger Sub, the Company and their respective Affiliates further covenant and agree that each shall not assert any claim against Gixxxx Xuxx xn respect of legal services provided to the Company or its Affiliates by Gixxxx Xuxx xn connection with this Agreement or the Transactions. Upon and after the Closing, the Surviving Corporation shall cease to have any attorney-client relationship with Gixxxx Xuxx, unless and to the extent Gixxxx Xuxx xs specifically engaged in writing by the Surviving Corporation to represent the Surviving Corporation after the Closing and either such engagement involves no conflict of interest with respect to the Company Stockholders or their respective Affiliates or the Company Stockholders or their respective Affiliates, as applicable, consent in writing at the time to such engagement. Any such representation of the Surviving Corporation by Gixxxx Xuxx xfter the Closing shall not affect the foregoing provisions hereof. If and to the extent that, at any time subsequent to the Closing, Pensare, Merger Sub, the Surviving Corporation or their Affiliates shall have the right to assert or waive an attorney-client privilege with respect to any communication between the Company or its Affiliates and any Person representing them that occurred at any time prior to the Closing, Pensare, Merger Sub, the Surviving Corporation 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 Affiliates shall be deemed entitled to waive such privilege only with the clients prior written consent of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All IVC (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 consent 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 unreasonably withheld, delayed 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 partyconditioned).

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 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 Ellenoff Xxxxxxxx & Schole LLP (“EGS”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or ITAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented ITAC, 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 will be permitted in the future, after Closing, to represent the SponsorITAC, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Company, ITAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeMerger, 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 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 ITAC 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 ITAC 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 the Company or the Surviving CorporationITAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company, ITAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative 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 Representative, 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 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; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Purchaser Merger Effective Time, the Purchaser Surviving Corporation Subsidiary 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 that the Company has been represented by Cozen X'Xxxxxx ("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 Purchaser, Merger SubFirm may represent the Member Representative, the Purchaser Representative Selling Equityholders and/or their Affiliates in all matters related to the Sponsor Transaction Agreements, including in connection with this Agreement, respect of any indemnification claims pursuant to 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 Firm has represented the right to be represented by independent counsel 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 Selling Equityholders, and may only be waived by the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Member Representative, shall be controlled by on behalf of the Sponsor and Selling 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, the Selling Equityholders, 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 Selling 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. The Parties agree that, notwithstanding the fact that EGS Bxxxxx 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 Bxxxxx 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 EGS’s Bxxxxx’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, 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 Bxxxxx 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 Bxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationPubco, Purchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

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

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

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

Legal Representation. 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 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 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-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. The Parties agree Buyer agrees that, notwithstanding following the fact that EGS may have, prior to Closing, jointly represented Xxxxxx, Xxxxx & Samotny Ltd. may serve as counsel to the PurchaserSellers, Merger Sub, the Purchaser Seller 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 any matters other than related to this Agreement and 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 Affiliatestransactions contemplated hereby, including any disputes litigation, claim or obligation arising out of, of or related to, relating to this Agreement. The Company and the Seller Representative, who are Agreement or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, notwithstanding any representation by Xxxxxx, Xxxxx & Samotny Ltd. prior to the Closing of the Company and any Sellers. Buyer and the Company hereby agree(i) waive any claim they have or may have that Xxxxxx, in advance, to waive (and to cause their Affiliates to waive) any actual or potential Xxxxx & Samotny Ltd. has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that may hereafter arise in connection with EGS’s future representation of one such a dispute arises after the Closing between Buyer 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, any the Company and/or and a Seller, 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 PurchaserXxxxxx, Merger Sub, any SponsorXxxxx & Samotny Ltd. may represent such Seller, the Purchaser Seller Representative or any of their respective Affiliatesits Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Company and even though Xxxxxx, Xxxxx & Samotny Ltd. may have represented the Company in a matter substantially related to such dispute. The Parties acknowledge Buyer represents that Buyer's own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxx, Xxxxx & Samotny Ltd., and Buyer’s consent with respect to this waiver is fully informed. Buyer and the Company also further agree that, for as to all communications among Xxxxxx, Xxxxx & Samotny Ltd. and any of the purposes of Company, Sellers and/or any Seller's Affiliates and representatives, 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 belong solely belongs to the Sponsor Seller Representative and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Seller Representative and shall will not pass to or be claimed by Purchaser Buyer or the Surviving Corporation; providedCompany. In addition, furtherall of the client files and records in the possession of Xxxxxx, that nothing contained herein shall be deemed Xxxxx & Samotny Ltd. related to this Agreement and the transactions contemplated hereby will continue to be a waiver by property of (and be controlled by) the Purchaser or Seller Representative and the Company will not have any of its Affiliates (including, after access to them without 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 partySeller Representative's express prior written consent.

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. (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. The Parties agree that, notwithstanding the fact (a) Buyer and Seller acknowledge that EGS may have, prior to Closing, jointly each of them has been represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor by counsel in connection with this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby and therebyContemplated Transactions. Accordingly, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject any rule 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 law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. (b) To the extent that communications between Seller or its Affiliates, including on the one hand, and Baker Botts, X.X.X. xxx/or the firm of Alvarado Smitx, xxxx xx xxxernal legal counsel of Seller or its Affiliates (collectively, “Seller’s External Counsel”), on the other hand, relate to this Agreement and the Contemplated Transactions (the “Transaction Engagement”), such communications shall (i) be deemed to be attorney-client confidences that belong solely to Seller and not the Assets, (ii) not pass and become an Asset following Closing and from and after Closing none of Buyer or any disputes arising out ofPerson purporting to act on behalf of or through Buyer will seek to obtain such communications by any process. Accordingly, Buyer shall not have access to any such communications, or related toto the files of Seller’s External Counsel to the extent that they relate to the Transaction Engagement, this Agreementwhether or not the Closing occurs. The Company Without limiting the generality of the foregoing, upon and after the Closing: (w) Buyer waives and will not assert any attorney-client privilege with respect to any communication between Seller’s External Counsel and Seller Representative, who are or have its Affiliates occurring prior to the right to be represented by independent counsel Closing in connection with the transactions contemplated Transaction Engagement, (x) Seller and Seller’s External Counsel shall be the sole holders of the attorney-client privilege with respect to the Transaction Engagement, and none of the Assets or Buyer shall be a holder thereof, (y) to the extent that files of Seller’s External Counsel in respect of the Transaction Engagement constitute property of the client, only Seller shall hold such property rights, and (z) Seller’s External Sale and Purchase Agreement Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer by reason of any attorney-client relationship between Seller’s External Counsel and the Assets or otherwise. (c) Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any Claim against Seller’s External Counsel in respect of legal services provided by Seller’s External Counsel in connection with the Transaction Engagement. (d) Each of the Parties consents to the arrangements in this Agreement, hereby agree, in advance, to waive (Section 18.09 and to cause their Affiliates to waive) waives 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 partySeller’s External Counsel permitted hereunder.

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 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, 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 Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Sponsor and the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented Purchaser, the Sponsor, the Purchaser Representative 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 Closing, to represent the SponsorPurchaser Representative, the Purchaser Representative Sponsor or any of their respective Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, 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 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 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, 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 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 to, and the Purchaser Representative, shall be controlled by the Sponsor and by, the Purchaser Representative and the Sponsor and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Legal Representation. The Parties agree that, notwithstanding the fact that 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 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(a) Buyer, notwithstanding Parent Guarantor and the fact Surviving Corporation hereby acknowledge that EGS may have, Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP (“Xxxxxx & Xxxxxx”) has acted as counsel to the Company 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 as well as in connection with EGS’s future representation of one or more the transactions contemplated hereby, and that the form of the Sponsortransaction as a merger may result in Buyer inheriting the attorney-client relationship and the rights pertaining thereto that currently exist between the Company and Xxxxxx & Xxxxxx. Buyer, Parent Guarantor and the Surviving Corporation agree that (a) they will not seek to disqualify Xxxxxx & Xxxxxx from acting and continuing to act as counsel to the Stockholder Representative and/or any or all of the Company Securityholders (collectively, the Purchaser Representative “Seller Group”) in the event of a dispute hereunder or their respective Affiliates in which the interests course of such Person are adverse the defense or prosecution of any claim relating to the interests transactions contemplated by this Agreement or any Ancillary Document and (b) following consummation of the Purchasertransactions contemplated by this Agreement, Xxxxxx & Xxxxxx (or any of its respective successors) may serve as counsel to the Seller Group, and Buyer, Parent Guarantor and the Surviving Corporation agree not to assert any attorney-client privilege with respect to any communications between Xxxxxx & Xxxxxx and any officer, securityholder, director or employee of the Company relating to the Agreement or the transactions contemplated hereby; provided that, the Company and/or foregoing shall not limit or otherwise affect the Surviving Corporation’s right to assert attorney-client privilege with respect to any such communication against any Person other than any officer, securityholder, director or employee of the Company. (b) In addition, the Buyer agrees that (x) all communications prior to the Effective Time among any member of the Seller Representative or Group, the Company, any of their respective Affiliates, including any matters directors, officers, employees or advisors and Xxxxxx & Xxxxxx 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 relate to the negotiation, execution preparation, execution, delivery and performance closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the transactions contemplated by this Agreement (the “Protected Company Communications”), will be deemed to be privileged and the Ancillary Documents. All confidential communications, (y) all rights to such communications shall remain privileged after the Closing and the privilege and Protected Company Communications, the expectation of client confidence relating confidentiality and the control of the confidentiality and privilege applicable thereto shall belong solely to and will be retained by the Seller Group, and (z) to the Sponsor and extent 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 Buyer or any of its Affiliates (including, after the Effective Time, including the Surviving Corporation after the Closing) should discover in its possession after the Closing any communications that constitute Protected Company Communications (based on a plain reading by a reasonable person of such communications), it will take commercially reasonable steps to preserve the confidentiality thereof. As to any such Protected Company Communications prior to the Closing Date, the Buyer and its the Company, together with any of their respective Affiliates) , subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any applicable privileges Protected Company Communications in any action against or protections that can involving any of the Seller Group or Xxxxxx & Xxxxxx after the Closing. The Protected Company Communications may be asserted used by the Seller Group and/or any of their respective Affiliates in connection with any dispute that relates in any way to prevent disclosure of any such communications to any third partythis Agreement or the transactions contemplated hereby.

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 EGS Loeb & Loeb LLP may have, prior to Closing, jointly represented the Purchaser, AAO 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 AAO and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Loeb & Loeb 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 AAO 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 EGSLoeb & Loeb 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 PurchaserAAO, 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 & Loeb LLP of the PurchaserAAO, 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 AAO shall be deemed the clients of EGS Loeb & Loeb 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 RepresentativeAAO, shall be controlled by the Sponsor and the Purchaser Representative AAO and shall not pass to or be claimed by Purchaser or the Surviving CorporationAAO post-Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser AAO 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 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 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.