Common use of Legal Representation Clause in Contracts

Legal Representation. (a) Each of HCM and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100

Legal Representation. (a) Each Following consummation of HCM the transactions contemplated hereby, Xxxxxx, Xxxxx & Bockius LLP and XxXxxxxx LLP may serve as counsel to each and any of the Murano Parties hereby agrees on behalf Sellers, the holder of their directorsthe Non-Voting MRPS Shares, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the ClosingNon-Recourse Parties, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action litigation, claim or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or thereby, notwithstanding its prior any continued representation of any other Person (including Sun Capital Partners, Inc. and their respective Affiliates), and each of the parties (on behalf of itself and each of its Non-Recourse Parties) hereto consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of the Sellers, the holder of the Non-Voting MRPS Shares, and their respective Non-Recourse Parties shall be solely that of Xxxxxx, Xxxxx & Bockius LLP and XxXxxxxx LLP. Any privilege attaching as a result of Xxxxxx, Xxxxx & Bockius LLP or XxXxxxxx LLP representing the Company and its Subsidiaries or other K&S Waiving Partiesin connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided, that such privilege from and each of HCM after the Closing shall be shared by the Sellers and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty Company or any other objection arising from or relating to K&S’s of its Subsidiaries and L&L’s no such shared privilege may be waived by (a) Sellers without the prior representation written consent of the CompanyPurchaser or the Company or (b) the Purchaser or the Company without the prior written consent of the Sellers; provided, its Subsidiaries however, that in any action or claim arising in connection with the transactions contemplated by this Agreement, such privilege shall be controlled by Sellers. In furtherance of K&S Waiving Parties. HCM and the foregoing, each of the Murano Partiesparties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxx, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written Xxxxx & Bockius LLP or oral, between XxXxxxxx LLP representing the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, in connection with the negotiationtransactions contemplated by this Agreement shall survive the Closing, preparationremain in effect and be shared by the Sellers, executionthe Company and its Subsidiaries. As to any privileged attorney client communications between Xxxxxx, delivery Xxxxx & Bockius LLP and/or XxXxxxxx LLP and performance under, the Company or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass its Subsidiaries prior to the Surviving Corporation notwithstanding the MergerClosing Date (collectively, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Partiesparties hereto, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties after the Closing. The Sellers further agrees that, and HCM and each on behalf of the Murano Parties agree not to assert that Company and its Subsidiaries, Xxxxxx, Xxxxx & Bockius LLP and/or XxXxxxxx LLP retention by the Company or any privilege has been waived of its respective Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as to the K&S Privileged Communications, by virtue of the Merger. 100Closing.

Legal Representation. Each of the parties hereto acknowledges that Dechert currently serves as counsel to both (a) Each of HCM the Purchased Companies on the one hand and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees (b) Griffon and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or its Affiliates (but not including the Purchased Companies) on the other than HCM or its Subsidiaries) hand (collectively, the “K&S WP Griffon Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, including in connection with the negotiation, preparation, executionexecution and delivery of this Agreement, delivery the Ancillary Agreements and performance underthe consummation of the transactions contemplated by this Agreement. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of Griffon Group and Purchased Companies may no longer be aligned or when, for any reason, Griffon Group, Dechert or the Purchased Companies believes that Dechert cannot or should no longer represent both Griffon Group and the Purchased Companies. The parties understand and specifically agree that Dechert may withdraw from representing the Purchased Companies and continue to represent Griffon Group, even if the interests of Griffon Group and the interests of the Purchased Companies are or may be adverse, including in connection with any dispute or Action arising out of or relating to, to this Agreement, Agreement or any Ancillary Agreements Agreement or the transactions contemplated hereby hereunder or therebythereunder, and even though Dechert may have represented the Purchased Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Purchased Companies or any matter of their Affiliates, and Buyer, the Purchased Companies hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications among Dechert the Purchased Companies and Griffon Group relating to any the negotiation, preparation, execution and delivery of this Agreement and the foregoing, are privileged communications that do not pass to Ancillary Agreements and the Surviving Corporation notwithstanding the Merger, transactions contemplated hereby and instead survive, remain with and are controlled by the K&S WP Group thereby (the “K&S Privileged Communications”), without the attorney-client privilege, the expectation of client confidence and all other rights to any waiver thereofevidentiary privilege that attach as a result of Dechert representing the Purchased Companies shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to Griffon Group and shall not pass to or be claimed by the Purchased Companies or any of their respective Affiliates. HCM and In furtherance of the foregoing, each of the Murano Partiesparties hereto agrees to take the steps necessary to ensure that any privilege attaching to the Privileged Communications remain in effect and be controlled by Griffon Group. Buyer and each of the Purchased Companies, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no such Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto after the Closing; provided, however, in the event that a dispute arises after the Closing between Buyer, the Purchased Companies or any of their Affiliates on the one hand and HCM and each a third Person (other than a party to this agreement) on the other hand, the Purchased Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Dechert to such third party; provided further, however, that none of the Murano Parties agree Purchased Companies may waive such privilege without the prior written consent of Griffon Group which consent shall not be unreasonably withheld, conditioned or delayed. In addition, if the transactions contemplated by this Agreement are consummated, Buyer, the Purchased Companies and their respective Affiliates and Representatives shall have no right of access to assert that or control over any privilege has been waived as of Dechert’s records related to the K&S Privileged Communications, by virtue which shall become the property of (and be controlled by) Griffon Group. Furthermore, in the event of a dispute between Griffon Group, on the one hand, and the Purchased Companies, on the other hand, arising out of or relating to any matter in which Dechert acted for them both, none of the Merger. 100attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to Griffon Group any information or documents developed or shared during the course of Dechert’s joint representation of Griffon Group and the Purchased Companies.

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding Fox Rothschild LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stock or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Waiving Party Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Acquiror and the Company acknowledge that the foregoing provision applies whether or not Fox Rothschild LLP provides legal services to K&S’s the Company after the Closing Date. Each of Acquiror and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP GroupWaiving Party Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Fox Rothschild LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Waiving Party Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the MergerCompany or otherwise (including in the knowledge of the officers and employees of the Company). 100Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. ACQUIROR: OXBRIDGE ACQUISITION CORP. By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Chief Executive Officer FIRST MERGER SUB: OXAC MERGER SUB I, INC. By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Chief Executive Officer SECOND MERGER SUB: OXAC MERGER SUB II, LLC By: OXBRIDGE ACQUISITION CORP., its manager By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Chief Executive Officer COMPANY: JET TOKEN, INC. By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx X. Xxxxxxx, CFA Title: Founder & Executive Chairman

Legal Representation. (a) Each of HCM and the Murano Parties The Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, X0X, X0XXxx, HKSub, OPH and Fintech), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding Dechert LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Group Parties or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group Parties Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Additional Agreement or the transactions contemplated hereby or therebyAcquisition Merger, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries TAG or other K&S Waiving Parties, and each of HCM the Acquiror and the Murano Parties each Group Party on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. The Acquiror acknowledges that the foregoing provision applies whether or not Dechert LLP provides legal services to K&S’s and L&L’s prior representation of any Group Party after the Company, its Subsidiaries or of K&S Waiving PartiesClosing Date. HCM and the each of the Murano The Group Parties, for itself themselves and the K&S Waiving Parties, hereby further irrevocably acknowledges acknowledge and agrees agree that all privileged communications, written or oral, between the Company and its Subsidiaries any Group Parties or any member of the K&S WP GroupGroup Parties Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Dechert LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Additional Agreements or the transactions contemplated hereby or therebyAcquisition Merger, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Group Parties notwithstanding the Acquisition Merger, and instead survive, remain with and are controlled by the K&S WP Group Parties Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, The Acquiror together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree agrees that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of any Group Party or otherwise (including in the Surviving Corporation knowledge or the officers and its Subsidiariesemployees of any Group Party), in any Action Legal Proceeding against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree Acquiror agrees not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of any Group Party or otherwise (including in the knowledge of the Merger. 100officers and employees of any Group Party).

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Parent Waiving Parties”), that King & Spalding Xxxxxxx Procter LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Stockholder Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Parent Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxx Procter LLP provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupStockholder Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Xxxxxxx Procter LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Stockholder Group (the “K&S Stockholder Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Stockholder Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Stockholder Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “K&S Cooley Waiving Parties”), that King & Spalding Xxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LCooley”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM Acquiror or its Subsidiaries) (collectively, the “K&S WP Xxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Cooley Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s Xxxxxx’x prior representation of the Company, its Subsidiaries or of K&S Cooley Waiving Parties. HCM Acquiror and the each of the Murano PartiesCompany, for itself and the K&S Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Xxxxxx XX Group, on the one hand, and K&S or L&LCooley, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Xxxxxx XX Group (the “K&S Cooley Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Cooley Privileged Communications, by virtue of the Merger. 100Mergers.

Legal Representation. (a) Each of HCM and the Murano Parties hereby agrees Buyer, on behalf of their directors, members, partners, officers, employees and Affiliates itself and each of the Buyer Related Persons and its and their respective successors and assigns Affiliates (including after the Closing, the Surviving Corporation) (all such parties, Company and the “K&S Waiving Parties”MUI Subsidiaries), acknowledges and agrees that King Xxxxxx, Xxxx & Spalding Xxxxxxxx LLP (“K&SXxxxxx Xxxx”) or has acted as counsel for Seller and its Affiliates for several years and that Seller reasonably anticipates that Xxxxxx & Xxxxx N.V. Xxxx will continue to represent them in their future matters. Accordingly, Buyer, on behalf of itself and each of the Buyer Related Persons and its and their respective Affiliates (“L&L”including after the Closing, the Company and the MUI Subsidiaries) may represent expressly consents to: (a) Xxxxxx Xxxx’x representation of Seller and Seller’s Affiliates in any post-Closing matter in which the stockholders or holders of other equity interests of any of the Buyer Related Persons or the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its the MUI Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S Seller or L&Lits Affiliates, on the other hand, made are adverse, including, without limitation, any matter relating to the Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Xxxxxx Xxxx may have previously advised Seller, the Company or any of the MUI Subsidiaries or their respective Affiliates and (b) consent to the disclosure by Xxxxxx Xxxx to Seller or its Affiliates of any information learned by Xxxxxx Xxxx in the course of its representation of Seller, the Company or any of the MUI Subsidiaries or their respective Affiliates, whether or not such information is subject to attorney-client privilege or Xxxxxx Xxxx’x duty of confidentiality. Furthermore, Buyer, on behalf of itself and each of the Buyer Related Persons and its and their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and/or its Affiliates by Xxxxxx Xxxx in the Transactions, to the extent that such information or documentation was privileged as to Seller and/or its Affiliates. Buyer, on behalf of itself and each of the Buyer Related Persons and its and their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) further covenants and agrees that each shall not assert any claim against Xxxxxx Xxxx in respect of legal services provided to the Company, any of the MUI Subsidiaries or their Affiliates by Xxxxxx Xxxx in connection with this Agreement or the Transactions. Upon and after the Closing, the Company and the MUI Subsidiaries shall cease to have any attorney-client relationship with Xxxxxx Xxxx, unless and to the extent Xxxxxx Xxxx is specifically engaged in writing by the Company or any of the MUI Subsidiaries to represent it after the Closing and either such engagement involves no conflict of interest with respect to Seller and/or its Affiliates represented by Xxxxxx Xxxx at such time, as applicable, consent in writing at the time to such engagement. Any such representation of the Company or any of the MUI Subsidiaries by Xxxxxx Xxxx after the Closing shall not affect the foregoing provisions hereof. If and to the extent that, at any time subsequent to Closing, any of the Buyer Related Persons or any of their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) shall have the right to assert or waive any attorney-client privilege with respect to any communication between the Company or any of the MUI Subsidiaries or their respective Affiliates and any Person representing them that occurred at any time prior to the Closing, in connection with the negotiationBuyer, preparation, execution, delivery on behalf of itself and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of Buyer Related Persons and its and their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties Affiliates (including after the Closing, the Company and HCM and each the MUI Subsidiaries) shall be entitled to waive such privilege only with the prior written consent of Seller. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company, and/or any of the Murano Parties agree not MUI Subsidiaries and a third party other than Seller after the Closing, the Company or any of the MUI Subsidiaries, as applicable, may assert the attorney-client privilege to assert prevent disclosure of confidential communications between Xxxxxx Xxxx and the Company and/or any of the MUI Subsidiaries that any privilege has been waived as occurred prior to the K&S Privileged CommunicationsClosing by Xxxxxx Xxxx to such third party; provided, by virtue further, that the Company and the MUI Subsidiaries may not waive such privilege without the prior written consent of the Merger. 100Seller.

Legal Representation. (a) Each of HCM SPAC, PubCo and the Murano Parties Company hereby agrees agree on behalf of their respective directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) Company), and each of their respective, Affiliates, successors and assigns (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP that, in the event a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“K&S”a) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM PubCo or any of its Subsidiaries) (collectively, the “K&S WP SPAC Group”), in each caseon the one hand, solely in connection with and (b) PubCo and/or any Action of its Subsidiaries, on the other hand, that White & Case, LLP (or obligation arising out of or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebySPAC Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries SPAC or other K&S Waiving Parties, and each of HCM SPAC, PubCo and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each of SPAC, PubCo and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and White & Case, LLP (or any matter relating to any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP SPAC Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or another member of the Murano Parties agree not to assert that any privilege has been waived as to SPAC Group under a common interest agreement shall remain the K&S Privileged Communications, by virtue privileged communications or information of the Merger. 100Surviving Company following the Closing.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Parent Waiving Parties”), that King Xxxxxx, Xxxxxxxxxx & Spalding Xxxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Interest Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Company Interest Holder Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Parent Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to K&S’s the Company after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP GroupParent Waiving Party Group and its counsel, on the one handincluding Xxxxxx, and K&S or L&L, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Company Interest Holder Party Group (the “K&S Company Interest Holder Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Company Interest Holder Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Company Interest Holder Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM SPAC and the Murano Parties Company hereby agrees agree on behalf of their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“K&S”a) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM the Surviving Company or its Subsidiariesany other Group Company) (collectively, the “K&S WP SPAC Group”), in each caseon the one hand, solely in connection with and (b) the Surviving Company and/or a Group Company, on the other hand, that Xxxxxx, Xxxxx & Xxxxxxx LLP (or any Action successor) or obligation arising out of Gornitzky & Co. (or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebySPAC Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries SPAC or other K&S Waiving Parties, and each of HCM SPAC and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each of SPAC and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and Xxxxxx, Xxxxx & Xxxxxxx LLP (or any matter relating to successor) or Gornitzky & Co. (or any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP SPAC Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or another member of the Murano Parties agree not to assert that any privilege has been waived as to SPAC Group under a common interest agreement shall remain the K&S Privileged Communications, by virtue privileged communications or information of the Merger. 100Surviving Company following the Closing.

Legal Representation. (a) Each of HCM Buyer, Merger Sub and the Murano Parties Holdings hereby agrees agree, on their own behalf and on behalf of their directors, managers, stockholders, members, partners, officers, employees and Affiliates Affiliates, and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (i) Winston, Xxxxx or Xxxxxxx may represent the Shareholder Representative, the Holders, and each of their respective Affiliates (individually and collectively, the “K&SShareholder Group”), on the one hand, and Holdings and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Winston, Xxxxx or Xxxxxx & Xxxxx N.V. Xxxxxxx (“L&L”in each case, or any successor) may represent the stockholders Shareholder Group or holders of other equity interests any member of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Shareholder Group”), in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this AgreementAgreement (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any Ancillary Agreement or continued representation) of Holdings, and/or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving PartiesCompany, and each of HCM Buyer, Merger Sub and the Murano Parties Shareholder Representative on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Buyer, Merger Sub and Holdings acknowledge that the foregoing provision applies whether or not Winston, Xxxxx or Xxxxxxx provides legal services to K&S’s Holdings or the Company after the Closing Date. Each of Buyer, Merger Sub and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano PartiesHoldings, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Shareholder Group and its Subsidiaries their counsel, including Winston, Xxxxx or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, Xxxxxxx made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Agreement or the transactions contemplated hereby or therebyContemplated Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass between the Shareholder Group and such counsel and neither Buyer, Merger Sub, Holdings, nor any Person purporting to the Surviving Corporation notwithstanding the Mergeract on behalf of or through Buyer, and instead surviveMerger Sub, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors Holdings or assigns, agree that no Person may use or rely on any of the K&S Privileged CommunicationsWaiving Parties, whether located will seek to obtain the same by any process. From and after the Effective Time, each of Buyer, Merger Sub, and Holdings, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Winston, Xxxxx or Xxxxxxx, on the one hand, and Holdings, the Company, or any Person in the records or email server of Shareholder Group, on the Surviving Corporation and its Subsidiariesother hand, occurring during the Current Representation in connection with any Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100Post-Closing Representation.

Legal Representation. (a) Each of HCM Parent, Merger Sub and the Murano Parties Company hereby agrees agree, on their own behalf and on behalf of their directors, stockholders, members, partners, officers, employees and Affiliates Affiliates, and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King (i) Winston & Spalding Xxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of Shareholders’ Representative, the Company or any Shareholders, and each of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (individually and collectively, the “K&S WP Shareholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Winston & Xxxxxx LLP (or any successor) may represent (a) the Shareholder Group or any director, member, partner, officer, employee or Affiliate of the Shareholder Group, (b) the Shareholder Representative or (c) any other Shareholder in the event such Person so requests, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby or therebythereby (any such representation, the “Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company and and/or its Subsidiaries or other K&S Waiving Partiesprior to the Effective Time, and each of HCM Parent, Merger Sub and the Murano Parties Shareholders on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating to K&S’s thereto. Each of Parent, Merger Sub and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Shareholder Group and its Subsidiaries or any member of the K&S WP Grouptheir counsel, on the one hand, and K&S or L&L, on the other handincluding Winston & Xxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass between the Shareholder Group and such counsel and neither Parent, Merger Sub, the Company, nor any Person purporting to act on behalf of or through Parent, Merger Sub, the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors Company or assigns, agree that no Person may use or rely on any of the K&S Privileged CommunicationsWaiving Parties, whether located in will seek to obtain the records or email server of the Surviving Corporation same by any process. From and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each of Parent, Merger Sub and the Murano Parties agree Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to assert that any privilege has been waived as to communication between Winston & Xxxxxx LLP and the K&S Privileged CommunicationsCompany, by virtue its Subsidiaries or any Person in the Shareholder Group occurring during the Current Representation in connection with any Post-Closing Representation. Table of the Merger. 100Contents

Legal Representation. (a) Each of HCM and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), parties to this Agreement acknowledges that King & Spalding Xxxxxxxx Xxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of currently serves as counsel to the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, execution and delivery of this Agreement and performance under, or any dispute or Action arising out the consummation of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby (the “Current Representation”). There may come a time after consummation of the transactions contemplated by this Agreement when Xxxxxxxx Xxxx LLP is asked to represent the interests of the Stockholder Representative or therebyone or more of the Company Stockholders. Each of the parties agrees that, as to all communications with respect to the transactions contemplated by this Agreement among Xxxxxxxx Xxxx LLP, the Company, the Stockholder Representative, or any matter relating one or more of the Company Stockholders, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Xxxxxxxx Xxxx LLP representing the Company shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to the Company Stockholders and shall not pass to or be claimed by Parent or any of its respective Affiliates (including the Final Surviving Company); provided further that the foregoing shall not extend to any communication not involving the Current Representation. In furtherance of the foregoing, are privileged communications each of the parties hereto agrees to take the steps necessary to ensure that do not pass to any privilege attaching as a result of Xxxxxxxx Xxxx LLP representing the Surviving Corporation notwithstanding Company shall survive the Merger, and instead surviveClosing, remain with in effect and are be controlled by the K&S WP Group Stockholder Representative on behalf of the Company Stockholders. As to any privileged attorney-client communications between Xxxxxxxx Xxxx LLP and the Company prior to the Closing Date (collectively, the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano PartiesParent, together with any of their respective Affiliates, Subsidiariesits Affiliates (including the Final Surviving Company), successors or assigns, agree that no such Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto after the Closing. In addition, Parent and its Affiliates (including the Final Surviving Company) and their respective officers, ACTIVE/108710474.16 directors, managers, partners, employees, advisors, agents and representatives shall have no right of access to or control over any of Xxxxxxxx Xxxx LLP’s records related to the transactions contemplated by this Agreement, which shall become the property of (and be controlled by) the Stockholder Representative on behalf of the Company Stockholders. Furthermore, in the event of a dispute between Parent or any of its Affiliates, on the one hand, and any Company Stockholder (or the Stockholder Representative on behalf of any Company Stockholder), on the other hand, arising out of or relating to any matter in which Xxxxxxxx Xxxx LLP acted for the Company, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Stockholder Representative or any Company Stockholder any information or documents developed or shared during the course of Xxxxxxxx Xxxx LLP’s representation of the Company. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Final Surviving Company and a third party other than a party to this Agreement after the Closing, and HCM and each the Final Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx Xxxx LLP to such third party; provided, however, that the Final Surviving Company may not waive such privilege without the prior written consent of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue Stockholder Representative. Xxxxxxxx Xxxx LLP partners and employees are third party beneficiaries of the Mergerthis provision. 100ACTIVE/108710474.16

Legal Representation. (a) Each of HCM and the Murano Parties The Buyer hereby agrees agrees, on behalf of itself, its Affiliates and its and their respective directors, members, partners, officersofficers and employees (including, employees following the Closing, the Transferred Entities), and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxx, Gotshal & Spalding Xxxxxx LLP (“K&S”or any successor) or Xxxxxx & Xxxxx N.V. (“L&LWeil”) may represent the stockholders any or holders of other equity interests all of the Company Selling Parties or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Seller Group”), in each case, solely ) in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, Agreement or any Ancillary Agreement other Transaction Agreements or the transactions contemplated hereby or therebythereby adverse to the Waiving Parties or any other Person, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving PartiesTransferred Entities. The Buyer, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s and L&L’s prior representation thereto. (b) The Buyer, on behalf of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between any of the Company Transferred Entities or any Person in the Seller Group and its Subsidiaries or any member of the K&S WP Groupcounsel, on the one hand, and K&S or L&L, on the other handincluding Weil, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, Agreement or any Ancillary other Transaction Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Buyer or any Transferred Entity (or if held by a Transferred Entity at Closing shall be deemed to have been transferred and assigned to the Seller) notwithstanding purchase and sale of the MergerTransferred Entities or the Transferred Assets, and instead survive, remain with and are controlled by the K&S WP Group Seller (the “K&S Privileged Communications”), without any waiver thereof. HCM (c) The Buyer, on behalf of itself and the each of the Murano Waiving Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree hereby further agrees (i) that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of a Transferred Entity or otherwise (including in the Surviving Corporation knowledge of the officers and its Subsidiariesemployees), in any dispute or other Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree (ii) not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of a Transferred Entity or otherwise (including in the knowledge of the Merger. 100officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Privileged Communications

Legal Representation. (a) Each of HCM Buyer hereby agrees, on its own behalf and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and its Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King (a) both Xxxxx Xxxxx Xxxx LLC (or any successor) (“FBT”) and Xxxxxx Xxxxxxx Xxxxxx & Spalding Xxxxx, LLP (“K&S”or any successor) or Xxxxxx & Xxxxx N.V. (“L&LXxxxxx”) may represent the stockholders or holders of other equity interests of the Company or Sellers’ Representative, any Seller and each of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (individually and collectively, the “K&S WP Seller Group”), on the one hand, and the Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the Contemplated Transactions and transactions contemplated thereby (such representation, the “Current Representation”), and (b) FBT and/or Xxxxxx may represent the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Article IX, any Ancillary agreements contemplated by this Agreement or the Contemplated Transactions or transactions contemplated hereby thereby (any such representation, the “Post-Closing Representation”) notwithstanding Current Representation (or thereby, notwithstanding its prior representation any continued representation) of the Company and its Subsidiaries or other K&S Waiving PartiesCompanies, and each of HCM and the Murano Parties Buyer, on behalf of itself and the K&S Waiving Parties Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating to K&S’s and L&L’s prior representation thereto. Buyer, on behalf of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges that such consent and agrees waiver is voluntary, that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one handit has been carefully considered, and K&S that it has consulted with counsel or L&L, on the other hand, made prior to the Closing, has been advised it should do so in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100herewith.

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving CorporationEntity) (all such parties, the “K&S Xxxx Xxxxxxxx Waiving Parties”), that King & Spalding Xxxx Xxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LXxxx Xxxxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM Acquiror or its Subsidiaries) (collectively, the “K&S Xxxx Xxxxxxxx WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary other Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Xxxx Xxxxxxxx Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Xxxx Xxxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s Xxxx Xxxxxxxx’ prior representation of the Company, its Subsidiaries or of K&S Xxxx Xxxxxxxx Waiving Parties. HCM Acquiror and the each of the Murano PartiesCompany, for itself and the K&S Xxxx Xxxxxxxx Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S Xxxx Xxxxxxxx WP Group, on the one hand, and K&S or L&LXxxx Xxxxxxxx, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Entity notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S Xxxx Xxxxxxxx WP Group (the “K&S Xxxx Xxxxxxxx Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Xxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of the Surviving Corporation Entity and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Xxxx Xxxxxxxx Privileged Communications, by virtue of the Merger. 100Mergers.

Legal Representation. (a) Each of HCM and the Murano Parties hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding Xxxxxxxxx Xxxxxxx LLP or any successor (“K&SGT”) and White & Case LLP or Xxxxxx & Xxxxx N.V. any successor (“L&LW&C”): (i) may represent Parent, the stockholders or holders of other equity interests of the Company Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesincluding, after the Closing, the Group Companies) (collectively, the “K&S WP Parent Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior their representation (or any continued representation) of the Company and its Subsidiaries Parent Group or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties and (ii) hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. The Parties acknowledge that the foregoing provision applies whether or not GT or W&C provides legal services to K&S’s Parent or any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries Parent or any member of the K&S WP GroupParent Group and its counsel, on the one hand, including GT and K&S or L&L, on the other handW&C, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Parent Group (the “K&S Parent Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Parent Privileged Communications, whether located in the records or email server of the Surviving Corporation Parent or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Parent), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Parent Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Parent or otherwise (including in the knowledge of the officers and employees of the Parent).

Legal Representation. (a) Each of HCM Buyer and the Murano Parties each Seller hereby agrees agrees, on its own behalf and on behalf of their its current and future Affiliates and each of its and such Affiliates’ directors, managers, stockholders, members, partners, officersofficers and employees, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King (i) Winston & Spalding Xxxxxx LLP (“K&S”or any successor) and Cozen X’Xxxxxx (or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of Seller Representative, the Company or any Sellers and each of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its the Target Companies and their respective Subsidiaries) (individually and collectively, the “K&S WP Seller Group”), on the one hand, and the Target Companies and their respective Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Winston & Xxxxxx LLP (or any successor) and Cozen O’Connor (or any successor) may represent the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Section 4.2, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby or therebythereby (any such representation, the “Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company Target Companies and its Subsidiaries or other K&S Waiving Partiestheir respective Subsidiaries, and Buyer and each of HCM and the Murano Parties Seller, on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Buyer and each Seller acknowledges that the foregoing provision applies whether or not Winston & Xxxxxx LLP (or any successor) and Cozen X’Xxxxxx (or any successor) provides legal services to K&S’s the Target Companies or any of their respective Subsidiaries after the Closing Date. Buyer and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano PartiesSeller, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Seller Group and its Subsidiaries their counsel, including Winston & Xxxxxx LLP (or any member of the K&S WP Groupsuccessor) and Cozen O’Connor (or any successor), on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel. Notwithstanding the foregoing, in the event that do not pass a dispute arises between the Target Companies or their Affiliates and a third party (other than a party to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with this Agreement or any of their respective Affiliates, Subsidiaries, successors Affiliates or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties equityholders) after the Closing, the Target Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx & Xxxxxx LLP (or any successor) and HCM Cozen X’Xxxxxx (or any successor) to such third party or the use thereof by Winston & Xxxxxx LLP (or any successor) and each Cozen O’Connor (or any successor) in connection with its representation of a party in such dispute; provided, however, that the Buyer and the Target Companies may not waive such privilege without the prior written consent of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100Seller Representative.

Legal Representation. (a) Each of HCM and the Murano Parties CPUH hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the ClosingClosings, the Surviving CorporationSubsidiary Company) (all such parties, the “K&S Xxxxxxx Procter Waiving Parties”), that King & Spalding Xxxxxxx Procter LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LXxxxxxx Procter”) may represent the stockholders or holders of other equity interests Equity Securities of the Company and Pubco or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM CPUH or its Subsidiaries) (collectively, the “K&S Xxxxxxx Procter WP Group”), in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Document or the transactions contemplated hereby or and thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Xxxxxxx Procter Waiving Parties, and each of HCM CPUH and the Murano Parties Company on behalf of itself and the K&S Xxxxxxx Procter Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&LXxxxxxx Procter’s prior representation of the Company, its Subsidiaries or of K&S Xxxxxxx Procter Waiving Parties. HCM CPUH and the each of the Murano PartiesCompany, for itself and the K&S Xxxxxxx Procter Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S Xxxxxxx Procter WP Group, on the one hand, Group and K&S or L&L, on the other handXxxxxxx Procter, made prior to the Closing, Closings in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or and thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Subsidiary Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S Xxxxxxx Procter WP Group (the “K&S Xxxxxxx Procter Privileged Communications”), without any waiver thereof. HCM CPUH and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Xxxxxxx Procter Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action Proceeding against or involving any of the parties after the ClosingClosings, and HCM CPUH, the Company and each of the Murano Parties Pubco agree not to assert that any privilege has been waived as to the K&S Xxxxxxx Procter Privileged Communications, by virtue of the Merger. 100Mergers.

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxxx, Xxxxxxxxxx & Spalding Xxxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stock or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Waiving Party Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Acquiror and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to K&S’s the Company after the Closing Date. Each of Acquiror and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP GroupWaiving Party Group and its counsel, on the one handincluding Xxxxxx, and K&S or L&L, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Waiving Party Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the MergerCompany or otherwise (including in the knowledge of the officers and employees of the Company). 100Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. TORTOISE ACQUISITION CORP. II By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President SNPR MERGER SUB I, INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President SNPR MERGER SUB II, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. VOLTA INDUSTRIES, INC. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO EXHIBIT A Form of Amended and Restated Registration Rights Agreement Final Form AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2021, is made and entered into by and among [___], a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Gxxxxx, Dxxx & Spalding Cxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Seller or any of their respective its directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthan, after the Closing, the Company) (collectively, the “K&S WP Seller Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx, Dxxx & Cxxxxxxx LLP provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupSeller Group and its counsel, on the one handincluding Gxxxxx, and K&S or L&L, on the other handDxxx & Cxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Seller Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxxx, Xxxx & Spalding Xxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP ATS Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxx & Xxxxxxxx LLP provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupATS Group and its counsel, on the one handincluding Xxxxxx, and K&S or L&L, on the other handXxxx & Xxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP ATS Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding Xxxxxxx Procter LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxx Procter LLP provides legal services to K&S’s the Company after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP GroupWaiving Party Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Xxxxxxx Procter LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Waiving Party Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Wachtell Lipton Waiving Parties”), that King Wachtell, Lipton, Rxxxx & Spalding LLP Kxxx (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LWxxxxxxx Lxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Surviving Corporation) (collectively, the “K&S Wachtell Lipton WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Wachtell Lipton Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Wachtell Lipton Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&LWachtell Lipton’s prior representation of the Company, its Subsidiaries or of K&S Wachtell Lipton Waiving Parties. HCM Acquiror and the each of the Murano PartiesCompany, for itself and the K&S Wachtell Lipton Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S Wachtell Lipton WP Group, on the one hand, Group and K&S or L&L, on the other handWachtell Lipton, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S Wachtell Lipton WP Group (the “K&S Wachtell Lipton Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Wachtell Lipton Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Wachtell Lipton Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties STPK hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Gxxxxx, Dxxx & Spalding Cxxxxxxx LLP (or any successor) (“K&SGxxxxx Dxxx”) and Wilson, Sonsini, Gxxxxxxx & Rxxxxx, LLP (or Xxxxxx & Xxxxx N.V. any successor) (“L&LWSGR”) may represent the stockholders or holders of other equity interests of the Company Pre-Closing Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Stem Group”), in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Document or any of the transactions contemplated hereby or thereby, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM STPK and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. STPK and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx Dxxx or WSGR provides legal services to K&S’s any Group Companies after the Closing Date. Each of STPK and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupStem Group and its counsel, on the one hand, and K&S including Gxxxxx Dxxx or L&L, on the other handWSGR, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Stem Group (the “K&S Privileged Communications”), without any waiver thereof. HCM STPK and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Proceeding against or involving any of the parties Parties after the Closing, and HCM STPK and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties STPC hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Winston & Spalding Sxxxxx LLP (“K&S”or any successor) or Xxxxxx & Xxxxx N.V. (“L&LW&S”) may represent the stockholders or holders of other equity interests of the Company Pre-Closing Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Bxxxxx Xxxx Group”), in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Document or any of the transactions contemplated hereby or thereby, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM STPC and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. STPC and the Company acknowledge that the foregoing provision applies whether or not W&S provides legal services to K&S’s any Group Companies after the Closing Date. Each of STPC and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupBxxxxx Xxxx Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding W&S, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Bxxxxx Xxxx Group (the “K&S Privileged Communications”), without any waiver thereof. HCM STPC and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Proceeding against or involving any of the parties Parties after the Closing, and HCM STPC and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees agrees, on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving CorporationCompany) (all such parties, the “K&S Weil Waiving Parties”), that King & Spalding Weil, Gotshal and Xxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LWeil”) may represent the stockholders or holders of other equity interests of the Company or any of its Subsidiaries or their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, but for the avoidance of doubt, excluding the Surviving Company, the “K&S WP Xxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Weil Waiving Parties, and each of HCM and the Murano Parties Acquiror on behalf of itself and the K&S Weil Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&LWeil’s prior representation of the Company, its Subsidiaries or of K&S Weil Waiving Parties. HCM and the each of the Murano PartiesAcquiror, for itself and the K&S Weil Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, Xxxx XX Group and K&S or L&L, on the other handWeil, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Xxxx XX Group (the “K&S Weil Privileged Communications”), without any waiver thereof. HCM and the each of the Murano PartiesAcquiror, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Weil Privileged Communications, whether located in the records or email server of the Surviving Corporation Company and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree Acquiror agrees not to assert that any privilege has been waived as to the K&S Weil Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM SPAC Party and the Murano Parties Company hereby agrees agree for itself and on behalf of their directorsits shareholders, stockholders, members, owners, partners, officers, employees Representatives and Affiliates (including, after the Closing, SPAC and the Group Companies), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxx Xxxx & Spalding Xxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any of its successors) may represent the stockholders or holders of other equity interests of the Company SPAC Sponsor or any of their respective directorsshareholders, stockholders, members, owners, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”)Representatives and Affiliates, in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating substantially related to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving PartiesTransactions, and each of HCM SPAC Party and the Murano Parties Company on behalf of itself and the K&S other Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each SPAC Party and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S other Waiving Parties, acknowledges that the foregoing provision applies whether or not Xxxxx Xxxx & Xxxxxxxx LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each SPAC Party and the Company, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company SPAC or either SPAC Sponsor and its Subsidiaries or any member of the K&S WP Grouptheir respective counsel, on the one hand, and K&S or L&L, on the other handincluding Xxxxx Xxxx & Xxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or Legal Proceeding substantially relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company, New PubCo, the Newco Surviving Corporation Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Group SPAC Sponsor (the “K&S SPAC Sponsor Privileged Communications”), without any waiver thereof. HCM Each SPAC Party, the Company and the each of the Murano PartiesSPAC, together with any of their its respective Affiliates, Subsidiaries, successors or assigns, agree that no Person none of New PubCo, the Company, the Newco Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub may use or rely on any of the K&S SPAC Sponsor Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the Surviving Corporation knowledge of the officers and its Subsidiariesemployees of a Group Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM and each of the Murano Parties agree such Person agrees not to assert that any privilege has been waived as to the K&S SPAC Sponsor Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King White & Spalding Case LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests Company Interests, the Company, any Subsidiary of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not White & Case LLP provides legal services to K&S’s the Company after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP GroupWaiving Party Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding White & Case LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerAmalgamation, and instead survive, remain with and are controlled by the K&S WP Waiving Party Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM Parent hereby agrees, on its own behalf and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and its Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding Pxxxxx Xxxxxx and Gxxxxxx Procter LLP (or any successor thereof) (the “K&S”) or Xxxxxx & Xxxxx N.V. (“L&LLaw Firm”) may represent the stockholders or holders of other equity interests of Stockholder Representative, the Company or any Stockholders and each of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (individually and collectively, the “K&S WP Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the Merger and thereby (such representation, the “Current Representation”), and the Law Firm may represent the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Sections 1.8, 1.9 and 1.10 and Article 6, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby Merger or therebythereby (any such representation, the “Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company and Company, its Subsidiaries or other K&S Waiving PartiesSubsidiaries, and each of HCM and the Murano Parties Parent on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Parent acknowledges that the foregoing provision applies whether or not the Law Firm provides legal services to K&S’s and L&L’s prior representation the Company or any of the Company, its Subsidiaries or of K&S Waiving Partiesafter the Closing Date. HCM and the each of the Murano PartiesParent, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Seller Group and its Subsidiaries or any member of their counsel, including the K&S WP Group, on the one hand, and K&S or L&L, on the other handLaw Firm, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or therebyMerger, or any matter relating to any of the foregoing, are privileged communications that do not pass between the Seller Group and such counsel and neither Parent, nor any Person purporting to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each act on behalf of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use through Parent or rely on any of the K&S Privileged CommunicationsWaiving Parties, whether located in will seek to obtain the records or email server of the Surviving Corporation same by any process. From and its Subsidiaries, in any Action against or involving any of the parties after the Closing, Parent shall and HCM shall cause the Company to, on behalf of itself and each of the Murano Parties agree Waiving Parties, waive and not assert any attorney-client privilege with respect to assert that any privilege has been waived as to communication between the K&S Privileged Communications, by virtue of Law Firm and any Person in the Merger. 100Seller Group occurring during the Current Representation in connection with any Post-Closing Representation.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including, after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Ropes & Spalding Gxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”Company), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Ropes & Gxxx LLP provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company, any Company Stockholder and its Subsidiaries or any member of the K&S WP Grouptheir respective counsel, on the one hand, and K&S or L&L, on the other handincluding Ropes & Gxxx LLP, made prior to the Closing, in material connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoingTransactions, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group CCMP Parties (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the Knowledge or the officers and its Subsidiariesemployees of the Company), in any Action against adverse Legal Proceeding between Parent or involving any of the parties after Company, on the Closingone hand, and HCM any Company Stockholder, on the other hand, and each of Parent and the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the Knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM New Starship and the Murano Parties Company hereby agrees on behalf of their directorsits stockholders, members, owners, partners, officers, employees Representatives and Affiliates (including, after the Closing, SPAC and the Group Companies), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxxx, Xxxxx & Spalding Xxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any of its successors) may represent the stockholders or holders of other equity interests of the Company SPAC Sponsors or any of their respective directorsstockholders, members, owners, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”)Representatives and Affiliates, in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving PartiesTransactions, and each of HCM and the Murano Parties New Starship on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each of New Starship and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, acknowledges that the foregoing provision applies whether or not Xxxxxx, Xxxxx & Bockius LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each of New Starship and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company SPAC or either SPAC Sponsor and its Subsidiaries or any member of the K&S WP Grouptheir respective counsel, on the one handincluding Xxxxxx, and K&S or L&L, on the other handXxxxx & Xxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company, New Starship, the Starship Surviving Corporation Subsidiary or the SPAC Surviving Subsidiary notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Group SPAC Sponsors (the “K&S Privileged Communications”), without any waiver thereof. HCM Each of New Starship, the Company and the each of the Murano PartiesSPAC, together with any of their its respective Affiliates, Subsidiaries, successors or assigns, agree that no Person none of New Starship, the Company, the Starship Surviving Subsidiary or the SPAC Surviving Subsidiary may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the Surviving Corporation knowledge or the officers and its Subsidiariesemployees of a Group Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM and each of the Murano Parties agree such Person agrees not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxxx, Xxxx & Spalding Xxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Waiving Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxx & Xxxxxxxx LLP provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged documents, materials and communications, written or oral, between the Company and its Subsidiaries between, from or among any Group Companies or any member of the K&S WP Waiving Group and its counsel, including Xxxxxx, Xxxx & Xxxxxxxx LLP, or any privilege attaching as a result of Xxxxxx, Xxxx & Xxxxxxxx LLP representing the Company or any member of the Waiving Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, in connection with or related to the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to or remain with the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, are assigned to, remain with and are controlled by the K&S WP Waiving Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the MergerCompany or otherwise (including in the knowledge of the officers and employees of the Company). 100Each of the Parties hereto agrees to take all steps necessary to ensure that any such privilege shall survive the Closing, remain in effect and be assigned to and controlled by the Waiving Group.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company and after the Reorganization, Newco), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxxx, Xxxxxxxxxx & Spalding Xxxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM the Company or its Subsidiariesafter the Reorganization, Newco) (collectively, the “K&S WP Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company (and after the Reorganization, Newco) on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Partiesthereto. HCM Parent and the each Company (and after the Reorganization, Newco) acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Murano PartiesCompany (and after the Reorganization, Newco), for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupWaiving Party Group and its counsel, on the one handincluding Xxxxxx, and K&S or L&L, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company (or after the Reorganization, Newco) notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Waiving Party Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of Company (or after the Murano PartiesReorganization, Newco), together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company (or after the Reorganization, Newco) or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company (or after the Reorganization, Newco)), in any Action Legal Proceeding against or involving any of the parties Parties after the ClosingClosing or in any way adverse to the Company (or after the Reorganization, Newco), and HCM Parent and each of the Murano Parties Company (and after the Reorganization, Newco) agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company (or after the Reorganization, Newco) or otherwise (including in the knowledge of the officers and employees of the Company (or after the Reorganization, Newco)).

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company Entities), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Parent Waiving Parties”), that King Xxxx, Weiss, Rifkind, Xxxxxxx & Spalding Xxxxxxxx LLP, Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, Xxxxxxx Xxxxx LLP, Xxxxxx, Xxxxx & Bockius LLP, O’Melveny & Xxxxx LLP, Xxxxxxxx, Xxxxxx & Finger, PA and Winston & Xxxxxx LLP (collectively, “K&SSeller Counsel”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders Company Entities in various matters, and also represent the Sellers specifically in connection with this Agreement and the transactions contemplated hereby, and that the Parent Waiving Parties shall not use such representations as a basis for seeking the disqualification of any Seller Counsel in any future matter related to this Agreement or holders of other equity interests of the Company transactions contemplated hereby where any Seller Counsel proposes to represent the Sellers or any of their respective directors, managers, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”)Affiliates, in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Entities or other K&S Parent Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Sellers acknowledge that the foregoing provision applies whether or not Seller Counsel provides legal services to K&S’s and L&L’s prior representation any Company Entity after the Closing Date. In addition, all communications involving attorney-client confidences between any of the CompanySellers, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Company and its Subsidiaries Entity or any member of the K&S WP Grouptheir respective Affiliates, on the one hand, and K&S or L&LSeller Counsel, on the other hand, made prior relating to the Closing, in connection with the negotiation, preparation, execution, delivery documentation and performance under, or any dispute or Action arising out consummation of or relating to, the transactions contemplated by this Agreement, any the Ancillary Agreements or and the transactions contemplated hereby or therebysale process related hereto (collectively, or any matter relating the “Engagement”, and such communications, the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Sellers (and not any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the MergerCompany Entities), and instead survivenone of Parent, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of Merger Sub or their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person Affiliates may use or rely on any of the K&S such Privileged Communications. Each of Parent and Merger Sub, whether on behalf of itself and, after the Closing, the Surviving Company and the Company Entities, agrees not to assert that the privilege has been waived as to the Privileged Communications and materials that may be located in the records or email server (or in the knowledge of the Surviving Corporation officers and its Subsidiaries, in any Action against or involving employees) of any of Parent, Merger Sub, the parties Surviving Company or the Company Entities. Without limiting the generality of the foregoing, upon and after the Closing, and HCM (i) the Sellers and each of their respective Affiliates (and not any of the Murano Parties agree not to assert that any privilege has been waived as to Company Entities) shall be the K&S sole holders of the Privileged Communications, by virtue and none of the MergerCompany Entities shall be a holder thereof, (ii) to the extent that files of Seller Counsel in respect of the Engagement constitute property of the client, only the Sellers and each of their respective Affiliates (and not any of the Company Entities) shall hold such property rights, and (iii) Seller Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files of Seller Counsel relating to the Engagement to any of the Company Entities by reason of any attorney-client relationship between Seller Counsel and any of the Company Entities or otherwise. 100Subject to the confidentiality provisions contained herein, each of Parent and Merger Sub hereby consents, on its own behalf and on behalf of its Affiliates (including, following the Closing, the Company Entities), to the disclosure by Seller Counsel to the Sellers and each of their respective Affiliates of any information learned by Seller Counsel prior to the Closing in the course of its representation of the Sellers, the Company Entities or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Seller Counsel’s duty of confidentiality. Each of Parent and Merger Sub, on behalf of itself and its Affiliates (including, after the Closing, the Company Entities) further covenants and agrees that each of the foregoing shall not assert any claim that the Company Entities may have in their capacities as clients against Seller Counsel in respect of legal services provided to the Company Entities or their respective Affiliates prior to the Closing by Seller Counsel in respect of the Engagement, it being agreed that any such claims belong solely to the Sellers and each of their respective Affiliates, as applicable, and not the Company Entities.

Legal Representation. (a) Each of HCM and the Murano Parties The Company hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving CorporationCompany) (all such parties, the “K&S SPAC Counsel Waiving Parties”), that King Fxxxx & Spalding Lxxxxxx LLP (“K&S”or any successor) or Xxxxxx & Xxxxx N.V. and/or Meitar Law Offices (“L&LSPAC Counsel”) may represent the stockholders or holders of other equity interests of SPAC, the Company SPAC Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Surviving Company) (collectively, the “K&S SPAC Counsel WP Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation of the Company SPAC Sponsor, SPAC and its Subsidiaries Subsidiaries, or other K&S SPAC Counsel Waiving Parties. The Company, and each of HCM and the Murano Parties on behalf of itself and the K&S SPAC Counsel Waiving Parties Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&LSPAC Counsel’s prior representation of the CompanySPAC Sponsor, SPAC and its Subsidiaries Subsidiaries, or of K&S other SPAC Counsel Waiving Parties. HCM and the each of the Murano PartiesThe Company, for itself and the K&S SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and SPAC Sponsor, SPAC, or its Subsidiaries Subsidiaries, or any other member of the K&S SPAC Counsel WP Group, on the one hand, and K&S or L&LSPAC Counsel, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S SPAC Counsel WP Group (the “K&S SPAC Counsel Privileged Communications”), without any waiver thereof. HCM and the each of the Murano PartiesThe Company, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S SPAC Counsel Privileged Communications, whether located in the records or email server of the Surviving Corporation Company and its Subsidiaries, in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM and each of the Murano Parties agree Company agrees not to assert that any privilege has been waived as to the K&S SPAC Counsel Privileged Communications, by virtue of the Merger. 100118

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Orrick Waiving Parties”), that King Xxxxxx, Xxxxxxxxxx & Spalding Xxxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LOrrick”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Surviving Corporation) (collectively, the “K&S WP Xxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Orrick Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Orrick Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&LOrrick’s prior representation of the Company, its Subsidiaries or of K&S the Orrick Waiving Parties. HCM Acquiror and the each of the Murano PartiesCompany, for itself and the K&S Orrick Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, Xxxxxx XX Group and K&S or L&L, on the other handOrrick, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Xxxxxx XX Group (the “K&S Orrick Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Orrick Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Orrick Privileged Communications, by virtue of the MergerMergers. 100106

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Parent Waiving Parties”), that King Gxxxxx, Dxxx & Spalding Cxxxxxxx LLP or Mxxxxx, Xxxxx & Bockius LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company or any of their respective successors) may represent the Seller or any of its respective directors, managers, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Seller Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Parent Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx, Dxxx & Cxxxxxxx LLP or Mxxxxx, Xxxxx & Bockius LLP provide legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupSeller Group and its counsel, on the one handincluding Gxxxxx, Dxxx & Cxxxxxxx LLP and K&S or L&LMxxxxx, on the other handXxxxx & Bockius LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Seller Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM GF and the Murano Parties Company hereby agrees agree on behalf of their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“K&S”a) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company GF Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM the Surviving Company or its Subsidiariesany Company Subsidiary) (collectively, the “K&S WP GF Group”), in each caseon the one hand, solely in connection with and (b) the Surviving Company and/or a Group Company, on the other hand, that White & Case LLP (or any Action successor) or obligation arising out of Xxxxxxxxx Xxxxxxx LLP (or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebyGF Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries GF or other K&S Waiving Parties, and each of HCM GF and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will shall not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each of GF and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among GF and/or any other member of the GF Group, on the one hand, and White & Case LLP (or any matter relating to successor) or Xxxxxxxxx Xxxxxxx LLP (or any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP GF Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with GF or another member of the Murano Parties agree not to assert that any privilege has been waived as to GF Group under a common interest agreement shall remain the K&S Privileged Communications, by virtue privileged communications or information of the Merger. 100Surviving Company following the Closing.

Legal Representation. (a) Each of HCM the parties to this Agreement hereby agrees, on its own behalf and the Murano Parties hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”)Affiliates, that King & Spalding LLP (“K&S”) or Xxxxxx Xxxxxxxx & Xxxxx N.V. (“L&L”) LLP may represent serve as counsel to the stockholders or holders of other equity interests of the Company or any of Sellers and their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in each caseconnection with the negotiation, solely preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to either Seller, the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group in connection with any Action litigation, claim or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby by this Agreement or thereby, any other matter notwithstanding its prior such representation (or any continued representation) of the Company and and/or any of its Subsidiaries or other K&S Waiving PartiesSubsidiaries, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties parties hereto hereby consents thereto and irrevocably waives (and will not assert) any conflict of interestinterest arising therefrom, breach and each of duty such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties to this Agreement further agrees to take the steps necessary to ensure any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP’s service as counsel to the Company or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby by this Agreement will survive the Closing and will remain in effect. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or thereby, or any matter relating to Xxxxxxxx & Xxxxx LLP and any of the foregoing, are privileged communications that do not pass Company’s Affiliates prior to the Surviving Corporation notwithstanding the MergerClosing Date (collectively, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Buyer the Company, and the each of the Murano Parties, its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM Acquiror, the Sellers and the Murano Parties Company hereby agrees on behalf of their itself and its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company and the Company Subsidiaries), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King (i) Xxxxxx & Spalding Xxxxxxx LLP or any successor (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LLatham”) may represent the stockholders or holders of other equity interests of Sellers, the Company, the Company Subsidiaries or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP BSG Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior Xxxxxx’x representation (or any continued representation) of the Company Group Companies or the BSG Group and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties (ii) hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Sellers, Acquiror and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx provides legal services to K&S’s any Group Companies after the Closing Date. Each of Sellers, Acquiror and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupBSG Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Xxxxxx, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to Acquiror or the Surviving Corporation Company notwithstanding the MergerTransactions, and instead survive, remain with and are controlled by the K&S WP BSG Group (the “K&S BSG Privileged Communications”), without any waiver thereof. HCM Sellers, Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S BSG Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Sellers, Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S BSG Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM Acquiror and each of the Murano Company Parties hereby agrees on behalf of their itself and its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving XxxxxXxxxxxx.xxx Entity and its Subsidiaries), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King (i) each of Gunster, Yoakley & Spalding LLP Xxxxxxx, P.A. or any successor (“K&SGunster”), Xxxxxx & Xxxxxxx LLP or any successor (“Latham”) and Xxxx Xxxxxx Xxxxx & Xxxx, LPA, or Xxxxxx & Xxxxx N.V. any successor (together with Gunster and Latham, “L&LCompany Counsel”) may represent the stockholders or holders of other equity interests of the Company Parties, their respective Subsidiaries or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Company Party Group”), in each case, solely in connection with any Action legal proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior Company Counsel’s representation (or any continued representation) of any Company Parties or any member of the Company Party Group and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties (ii) hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Partiesthereto. HCM Acquiror and the Company Parties acknowledge that the foregoing provision applies whether or not Company Counsel provides legal services to any Company Party or any of their Subsidiaries after the Closing Date. Each of Acquiror and each of the Murano Company Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Company and its Party or any of their Subsidiaries or any member of the K&S WP GroupCompany Party Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Company Counsel, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action legal proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Acquiror notwithstanding the MergerTransactions, and instead survive, remain with and are controlled by the K&S WP Company Party Group (the “K&S Company Group Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano Company Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Company Group Privileged Communications, whether located in the records or email server of the Surviving Corporation Company Parties or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company Parties), in any Action legal proceeding against or involving any of the parties Parties after the Closing, and HCM Acquiror and each of the Murano Company Parties agree not to assert that any privilege has been waived as to the K&S Company Group Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company Parties or otherwise (including in the knowledge of the officers and employees of the Company Parties).

Legal Representation. (a) Each of HCM and the Murano Parties hereby agrees on behalf of their directorsThe parties to this Agreement acknowledge that Xxxxxx & Xxxxxxx, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (“K&SLatham”) or Xxxxxx & Xxxxx N.V. (“L&L”) currently serves as counsel to the Company and may represent have acted as counsel to the stockholders or Stockholders and holders of other equity interests of the Company or any of Option and their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Seller Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, including in connection with the negotiation, preparation, executionexecution and delivery of this Agreement, delivery the Related Agreements and performance underthe consummation of the transactions contemplated by this Agreement. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of the Seller Group and the Company may no longer be aligned or when, for any reason, the Seller Group, Xxxxxx or the Company believes that Xxxxxx cannot or should no longer represent both the Seller Group and the Company. The parties understand and specifically agree that Xxxxxx may withdraw from representing the Company and continue to represent the Seller Group and the Stockholder Representative, even if the interests of the Seller Group and the Stockholder Representative and the interests of the Company are or may be adverse, including in connection with any dispute or Action arising out of or relating to, to this Agreement, Agreement or any Ancillary Related Agreements or the transactions contemplated hereby hereunder or therebythereunder, and even though Xxxxxx may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company or any matter relating of its Affiliates, and Parent and the Company hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications among Xxxxxx, the Company Stockholders and holders of Company Options, the Stockholder Representative, the Company and their respective Affiliates, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Xxxxxx representing the Company shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to the Seller Group and shall not pass to or be claimed by the Company or the Surviving Company or any of their respective Affiliates. In furtherance of the foregoing, are privileged communications each of the parties hereto agrees to take the steps necessary to ensure that do not pass to any privilege attaching as a result of Xxxxxx representing the Surviving Corporation notwithstanding Company shall survive the Merger, and instead surviveClosing, remain with in effect and are be controlled by the K&S WP Group Seller Group. As to any privileged attorney client communications between Xxxxxx and the Company prior to the Closing Date (collectively, the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no such Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto after the Closing. For the avoidance of doubt, in no event shall the foregoing prohibit or otherwise limit the right of Parent to obtain and HCM use non-privileged facts, data or other information that is responsive to any discovery request. In addition, Parent, the Company and each their respective Affiliates and 71 Representatives shall have no right of access to or control over any of Xxxxxx’x records related to the transactions contemplated by this Agreement that are privileged, shall become the property of (and be controlled by) the Seller Group. Furthermore, in the event of a dispute between the Seller Group and the Company arising out of or relating to any matter in which Xxxxxx acted for them both, none of the Murano Parties agree not attorney-client privilege, the expectation of client confidence or any other rights to assert that any evidentiary privilege has been waived as will protect from disclosure to the K&S Privileged Communications, by virtue Seller Group any information or documents developed or shared during the course of Xxxxxx’x joint representation of the MergerSeller Group and the Company relating to this Agreement, any Related Agreements or the transactions contemplated hereby and thereby. 100For the avoidance of doubt, nothing in this Section 13.12 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any client communications to any third party. 72

Legal Representation. (a) Each of HCM and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving CorporationCompany) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (“K&S”), Galicia Abogados, S.C or Ogier (Jersey) or Xxxxxx & Xxxxx N.V. (“L&L”) LLP may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s, Galicia Abogados, S.C’s and L&LOgier (Jersey) LLP’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S K&S, Galicia Abogados, S.C or L&LOgier (Jersey) LLP, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties SPAC hereby agrees on behalf of their its directors, managers, members, partners, officers, employees and Affiliates affiliates (including after the Closing, the Company and its subsidiaries), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S SPAC Waiving Parties”), that King Mxxxxx Xxxxx & Spalding Bxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LCompany Counsel”) may represent the stockholders Company or holders of other equity interests of the Company its subsidiaries or any of their respective directors, managers, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”)affiliates, in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement whether before or the transactions contemplated hereby or therebyafter Closing, notwithstanding its prior representation (or any continued representation) of the Company and or its Subsidiaries subsidiaries or other K&S SPAC Waiving Parties, and each of HCM SPAC and the Murano Parties Company on behalf of itself and the K&S SPAC Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Partiesthereto. HCM SPAC and the each Company acknowledge that the foregoing provision applies whether or not Company Counsel provides legal services to any of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries subsidiaries after the Closing Date. SPAC further agrees, on behalf of itself and the SPAC Waiving Parties, that, as to all communications prior to the Closing between or among the Company or any member of the K&S WP GroupCompany Waiving Parties (as defined below), on the one hand, and K&S or L&LCompany Counsel, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group hand (the “K&S Company Counsel Privileged Communications”), without any waiver thereof. HCM the attorney/client privilege and the each expectation of client confidence shall survive the Murano PartiesMerger and belong to the Company after the Closing. The parties hereto, together with any of their respective Affiliatesaffiliates, Subsidiariessuccessors, successors or assigns, agree that no Person only the Company Waiving Parties may use or rely on any of the K&S Company Counsel Privileged Communications, whether located in the records or email server of SPAC, the Surviving Corporation and its SubsidiariesCompany or their respective affiliates, in any Action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties parties, together with their respective affiliates, successors, or assigns, agree not to assert that any privilege has been waived as to the K&S Company Counsel Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM ION and the Murano Parties Company hereby agrees agree on behalf of their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“K&S”a) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company ION Shareholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM the Surviving Company or its Subsidiariesany other Group Company) (collectively, the “K&S WP ION Group”), in each caseon the one hand, solely in connection with and (b) the Surviving Company and/or a Group Company, on the other hand, that White & Case LLP (or any Action successor) or obligation arising out of Xxxxxxxx Xxxxxxxx & Co. (or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebyION Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries ION or other K&S Waiving Parties, and each of HCM ION and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each of ION and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among ION and/or any other member of the ION Group, on the one hand, and White & Case LLP (or any matter relating to successor) or Xxxxxxxx Xxxxxxxx & Co. (or any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP ION Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with ION or another member of the Murano Parties agree not to assert that any privilege has been waived as to ION Group under a common interest agreement shall remain the K&S Privileged Communications, by virtue privileged communications or information of the Merger. 100Surviving Company following the Closing.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Xxxxxx, Xxxxxxxxxx & Spalding Xxxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Company) (collectively, the “K&S WP Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to K&S’s the Company after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP GroupWaiving Party Group and its counsel, on the one handincluding Xxxxxx, and K&S or L&L, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S WP Waiving Party Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties parties to this Agreement hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP (“K&S”) or Xxxxxx Xxxxxxxx & Xxxxx N.V. (“L&L”) LLP may represent serve as counsel to the stockholders or holders Seller and certain of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or its Affiliates (other than HCM or its Subsidiaries) (individually and collectively, the “K&S WP Seller Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&Lthe Company and its Subsidiaries, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, executionexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, delivery and performance underthat following the Closing, Xxxxxxxx & Xxxxx LLP may serve as counsel to any member of the Seller Group or any director, manager, member, partner, owner, officer, employee or Affiliate thereof in connection with any litigation, claim, dispute or Action other matter arising out of or relating to, to this Agreement, any Ancillary Agreements Agreement or the transactions contemplated hereby or therebyby this Agreement (including in connection with any matters contemplated by Section 2.4 and Section 2.5), notwithstanding such representation (or any matter relating to continued representation) of the Seller, the Company or any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Mergertheir Subsidiaries, and instead survive, each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom or in connection therewith. The parties hereto agree to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of their Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain with in effect; provided that such privilege from and are after the Closing shall be controlled by the K&S WP Group Seller. As to any privileged attorney client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of their Subsidiaries prior to the Closing Date (collectively, the “K&S Privileged Communications”), without any waiver thereof. HCM the Buyer and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party (or any of their Affiliates) may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto after the Closing, and HCM and each . [The remainder of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100this page is intentionally left blank.]

Legal Representation. (a) Each of HCM and the Murano Parties SPAC hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S W&C/Meitar Waiving Parties”), that King White & Spalding Case LLP (“K&SW&C”) or Xxxxxx & Xxxxx N.V. Meitar Law Offices (“L&LMeitar”) may represent the Company, its Subsidiaries, its stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S W&C/Meitar WP Group”), in each caseall matters, solely including in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S W&C/Meitar Waiving Parties, and each of HCM SPAC and the Murano Parties Company on behalf of itself and the K&S W&C/Meitar Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&SW&C’s and L&Lor Meitar’s prior representation of the Company, its Subsidiaries or of K&S W&C/Meitar Waiving Parties. HCM SPAC and the each of the Murano PartiesCompany, for itself and the K&S W&C/Meitar Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S W&C/Meitar WP Group, on the one hand, Group and K&S W&C or L&L, on the other handMeitar, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S W&C/Meitar WP Group (the “K&S W&C/Meitar Privileged Communications”), without any waiver thereof. HCM SPAC and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S W&C/Meitar Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM SPAC and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S W&C/Meitar Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM Holdco hereby agrees, on its own behalf and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and its Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King (i) Winston & Spalding Xxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company or any of NWMI Sellers and their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (individually and collectively, the “K&S WP NWMI Seller Group”), on the one hand, and the NWMI Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “NWMI Current Representation”), and (ii) Winston & Xxxxxx LLP (or any successor) may represent the NWMI Seller Group or any director, member, partner, officer, employee or Affiliate of the NWMI Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Article VII, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby or therebythereby (any such representation, the “NWMI Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving PartiesNWMI Acquired Companies, and each of HCM and the Murano Parties Holdco on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Holdco acknowledges that the foregoing provision applies whether or not Winston & Xxxxxx LLP (or any successor) provides legal services to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving PartiesNWMI Acquired Companies after the Closing Date. HCM and the each of the Murano PartiesHoldco, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company NWMI Seller Group and its Subsidiaries their counsel, including Winston & Xxxxxx LLP (or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other handsuccessor), made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass between the NWMI Seller Group and such counsel and neither Holdco nor any Person purporting to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each act on behalf of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use through Holdco or rely on any of the K&S Privileged Communications, whether located in Waiving Parties will seek to obtain the records or email server of the Surviving Corporation same by any process. From and its Subsidiaries, in any Action against or involving any of the parties after the Closing, Holdco shall and HCM shall cause the Acquired Companies to, on behalf of itself and each the Waiving Parties, waive and not assert any attorney-client privilege with respect to any communication between Winston & Xxxxxx LLP (or any successor) and any Person in the NWMI Seller Group occurring during the NWMI Current Representation in connection with any NWMI Post-Closing Representation; provided that the foregoing waiver and acknowledgment and retention will not extend to communications with any Person other than Winston & Xxxxxx LLP; and, provided further, the Parties hereto acknowledge and agree that the physical manifestation of such communications shall be owned by the Acquired Companies from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between any Acquired Company and any other Person (other than the NWMI Seller Group), the applicable Acquired Company may assert the attorney-client privilege to prevent disclosure to such other person of confidential communications between Winston & Xxxxxx LLP and such Acquired Company. Nothing in this Section 8.15 shall be construed as a waiver of any privilege controlled by Holdco, Newco or any Acquired Company after the Closing, nor shall anything herein be construed to permit Winston & Xxxxxx LLP to communicate to any member of the Murano Parties agree not NWMI Seller Group after the Closing any information subject to assert that a privilege controlled by Holdco, Newco or any privilege has been waived as to Acquired Company (which for the K&S Privileged Communications, by virtue avoidance of doubt excludes the MergerNWMI Current Representation). 100[Signature Page Follows]

Legal Representation. (a) Each of HCM and the Murano Parties Party hereby agrees on behalf of their respective directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) Company), and each of their respective, Affiliates, successors and assigns (all such parties, the “K&S Waiving Parties”), that King & Spalding LLP that, in the event a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“K&S”a) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM PubCo or any of its Subsidiaries) (collectively, the “K&S WP SPAC Group”), in each caseon the one hand, solely in connection with and (b) PubCo and/or any Action of its Subsidiaries, on the other hand, that Xxxxxxxx Xxxxxxxx & Schole LLP (or obligation arising out of or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebySPAC Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries SPAC or other K&S Waiving Parties, and each of HCM SPAC, PubCo, EUR and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to K&S’s thereto. Each of SPAC, PubCo and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and Xxxxxxxx Xxxxxxxx & Schole LLP (or any matter relating to any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP SPAC Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the each of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and each shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or another member of the Murano Parties agree not to assert that any privilege has been waived as to SPAC Group under a common interest agreement shall remain the K&S Privileged Communications, by virtue privileged communications or information of the Merger. 100Surviving Company following the Closing.

Legal Representation. (a) Each of HCM and the Murano Parties hereby Pioneer agrees on behalf of their itself and its directors, members, partners, officers, employees and Affiliates (including the Sponsor), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Pxxx Xxxxxxxx Waiving Parties”), ) that King & Spalding Pxxx Xxxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LPxxx Xxxxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or of Affiliates (other than HCM or its Subsidiariesthe Surviving Corporation) (collectively, the “K&S Pxxx Xxxxxxxx WP Group”), ) in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Pxxx Xxxxxxxx Waiving Parties, and each of HCM Pioneer and the Murano Parties Company on behalf of itself and the K&S Pxxx Xxxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from out of or relating to K&S’s and L&L’s Pxxx Xxxxxxxx’ prior representation of the Company, its Subsidiaries or of K&S any Pxxx Xxxxxxxx Waiving Parties. HCM Pioneer and the each Company, on behalf of themselves and on behalf of the Murano Parties, for itself and the K&S Pxxx Xxxxxxxx Waiving Parties, Parties hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S Pxxx Xxxxxxxx WP Group, on the one hand, Group and K&S or L&L, on the other handPxxx Xxxxxxxx, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or and thereby, or any matter relating related to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S Pxxx Xxxxxxxx WP Group (the “K&S Pxxx Xxxxxxxx Privileged Communications”), without any waiver thereof. HCM Pioneer and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Pxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action Proceeding against or involving any of the parties Parties after the Closing, and HCM Pioneer and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Pxxx Xxxxxxxx Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their itself and its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Parent Waiving Parties”), that King Skadden, Arps, Slate, Xxxxxxx & Spalding Xxxx LLP (“K&S”or any successor) or Xxxxxx & Xxxxx N.V. (“L&LSkadden”) may represent the stockholders or holders of other equity interests of the Company Professionals and/or Professionals GP or any of their respective directors, managers, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Seller Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Parent Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S other Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Skadden provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the K&S WP GroupSeller Group and its counsel, on the one hand, and K&S or L&L, on the other handincluding Skadden, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the MergerCompany, and instead survive, remain with and are controlled by the K&S WP Seller Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person they may not access, use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), including in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Each Following consummation of HCM the transactions contemplated hereby, the Company’s and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees its Subsidiaries’ current and Affiliates and each of their respective successors and assigns former legal counsel (including after the Closing, the Surviving CorporationK&E LLP) (all such partieseach, the “K&S Waiving Parties”), that King & Spalding LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LCompany Counsel”) may represent the stockholders or holders of other equity interests serve as counsel to each and any of the Company or any of Seller Representative, the Sellers and their respective directorsNon-Recourse Parties, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action litigation, claim or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or thereby, notwithstanding its prior any continued representation of any other Person (including the Company Seller Representative and its Subsidiaries or other K&S Waiving PartiesAffiliates), and each of HCM and the Murano Parties parties hereto (on behalf of itself and the K&S Waiving Parties hereby each of its Non-Recourse Parties) consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or interest arising therefrom. The decision to represent any other objection arising from or relating to K&S’s and L&L’s prior representation of the CompanySeller Representative, its Subsidiaries the Sellers and their respective Non-Recourse Parties shall be solely that of any such Company Counsel. Any attorney-client privilege, work product protection or expectation of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or confidentiality applicable to any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior communication to the Closing, in connection with extent relating exclusively to the negotiation, preparation, execution, delivery and performance under, documentation or any dispute or Action arising out consummation of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, between the Company Counsel and the Company or any matter relating of its Subsidiaries (collectively, the “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 any format and by whomever possessed, covered by or subject to any of the foregoingPrivileges (collectively, are privileged communications that do not pass to “Privileged Materials”) shall, from and after the Surviving Corporation notwithstanding the MergerClosing, automatically be assigned and exclusively belong to, and instead survivebe controlled by, remain with and are controlled by the K&S WP Group (Seller Representative. For the “K&S avoidance of doubt, as to any Privileged Communications”)Materials, without any waiver thereof. HCM the Purchaser and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Materials in any Action action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties relating to the transactions contemplated hereby after the Closing, and HCM the Seller Representative and its Affiliates shall have the right to assert any of the Privileges against the Company and its Subsidiaries. The Purchaser further agrees that, on its own behalf and on behalf of its Subsidiaries (including, following the Closing, the Company), any Company Counsel’s retention by the Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. The Company shall cause each of its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the Murano Parties agree not terms of this Section 13.14 and take any and all other steps necessary to effect the agreements in this Section 13.14. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Company, on the one hand, and a third party other than any Seller, on the other hand, the Purchaser or the Company may assert that any the attorney-client privilege has been waived as to prevent the K&S Privileged Communications, by virtue disclosure of the Merger. 100Privileged Materials to such third party and, if requested by the Purchaser, the Sellers shall assert such privilege; provided, however, that none of the Purchaser or the Company may waive such privilege without the prior written consent of the Seller Representative.

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S "Equityholder Waiving Parties”"), that King Sxxxxxxx & Spalding Cxxxxxxx LLP and Bxxxxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”"Equityholder Counsel") may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Surviving Corporation) (collectively, the “K&S "Equityholder WP Group”"), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Equityholder Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Equityholder Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s Equityholder Counsel's prior representation of the Company, its Subsidiaries or of K&S the Equityholder Waiving Parties. HCM Acquiror and the each of the Murano PartiesCompany, for itself and the K&S Equityholder Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S Equityholder WP Group, on the one hand, Group and K&S or L&L, on the other handEquitytholder Counsel, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the K&S Equityholder WP Group (the “K&S "Equityholder Privileged Communications”"), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Equityholder Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Equityholder Privileged Communications, by virtue of the MergerMergers. 100All files, attorney notes, drafts or other documents in the Equityholder Counsel's or Equityholder WP Group's possession that are Equityholder Privileged Communications shall be the property of the Equityholder WP Group.

Legal Representation. (a) Each of HCM the parties to this Agreement hereby agrees, on its own behalf and the Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”)its Representatives, that King & Spalding LLP (“K&S”) or Xxxxxx Xxxxxxxx & Xxxxx N.V. (“L&L”) LLP may represent serve as counsel to the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Stockholder Representative and its Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Stockholder Group”), on the one hand, and the Company Group, on the other hand, in each caseconnection with the negotiation, solely preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to (x) the Stockholder Group or Representatives of the Stockholder Group or (y) any other Stockholder in the event such Person so requests, in either case in connection with any Action litigation, claim or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby by this Agreement or thereby, any other matter notwithstanding its prior such representation (or any continued representation) of the Company and its Subsidiaries or other K&S Waiving PartiesGroup, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties parties hereto hereby consents thereto and irrevocably waives (and will not assert) any conflict of interestinterest arising therefrom, breach and each of duty or such parties shall cause any other objection Affiliate thereof to consent to waive any conflict of interest arising from or relating to K&S’s and L&L’s prior representation such representation. Each of the Company, its Subsidiaries or parties to this Agreement further agrees to take the steps necessary to ensure any privilege attaching as a result of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between Xxxxxxxx & Xxxxx LLP’s service as counsel to the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S or L&L, on the other hand, made prior to the Closing, Group in connection with the negotiationtransactions contemplated by this Agreement will survive the Closing and will remain in effect, preparation, execution, delivery provided that such privilege from and performance under, or after the Closing will be jointly controlled by the Stockholder Representative. As to any dispute or Action arising out of or privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company Group (including the Company) prior to the Closing Date relating to, this Agreement, any Ancillary Agreements or to the transactions contemplated hereby or therebyby this Agreement (collectively, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent, Merger Sub, the Company, and the each of the Murano Parties, its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, Communications in any Action action against or involving any of the parties after the Closing, and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S WSGR Waiving Parties”), that King Xxxxxx Xxxxxxx Xxxxxxxx & Spalding LLP Xxxxxx (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LWSGR”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Surviving Corporation) (collectively, the “K&S WSGR WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S WSGR Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S WSGR Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&LWSGR’s prior representation of the Company, its Subsidiaries or of K&S WSGR Waiving Parties. HCM Parent and the each of the Murano PartiesCompany, for itself and the K&S WSGR Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WSGR WP Group, on the one hand, Group and K&S or L&L, on the other handWSGR, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WSGR WP Group (the “K&S WSGR Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S WSGR Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Parent and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S WSGR Privileged Communications, by virtue of the Merger. 100.

Legal Representation. (a) Each of HCM and the Murano Parties Parent hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates (including, after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that King Ropes & Spalding Xxxx LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&L”any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”Company), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other K&S Waiving Parties, and each of HCM Parent and the Murano Parties Company on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Ropes & Xxxx LLP provides legal services to K&S’s any Group Companies after the Closing Date. Each of Parent and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company, any Company Stockholder and its Subsidiaries or any member of the K&S WP Grouptheir respective counsel, on the one hand, and K&S or L&L, on the other handincluding Ropes & Xxxx LLP, made prior to the Closing, in material connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoingTransactions, are privileged communications that do not pass to the Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group CCMP Parties (the “K&S Privileged Communications”), without any waiver thereof. HCM Parent and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation Company or otherwise (including in the Knowledge or the officers and its Subsidiariesemployees of the Company), in any Action against adverse Legal Proceeding between Parent or involving any of the parties after Company, on the Closingone hand, and HCM any Company Stockholder, on the other hand, and each of Parent and the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue whether located in the records or email server of the Merger. 100Company or otherwise (including in the Knowledge of the officers and employees of the Company).

Legal Representation. (a) Each of HCM and the Murano Parties Acquiror hereby agrees on behalf of their its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Gxxxxxx Waiving Parties”), that King & Spalding Gxxxxxx Procter LLP (“K&S”) or Xxxxxx & Xxxxx N.V. (“L&LGxxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiariesthe Surviving Corporation) (collectively, the “K&S WP Gxxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Gxxxxxx Waiving Parties, and each of HCM Acquiror and the Murano Parties Company on behalf of itself and the K&S Gxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s Gxxxxxx’x prior representation of the Company, its Subsidiaries or of K&S Gxxxxxx Waiving Parties. HCM Acquiror and the each of the Murano PartiesCompany, for itself and the K&S Gxxxxxx Waiving Parties, hereby further irrevocably acknowledges acknowledge and agrees agree that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the K&S WP Group, on the one hand, Gxxxxxx XX Group and K&S or L&L, on the other handGxxxxxx, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Gxxxxxx XX Group (the “K&S Gxxxxxx Privileged Communications”), without any waiver thereof. HCM Acquiror and the each of the Murano PartiesCompany, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Gxxxxxx Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM Acquiror and each of the Murano Parties Company agree not to assert that any privilege has been waived as to the K&S Gxxxxxx Privileged Communications, by virtue of the Merger. 100.