Common use of Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and MergerCo waive and will not assert, and each agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Effective Time (the “Post-Closing Representation”), of the Stockholders’ Representative, any Stockholder or other officer, employee or director of the Company or any Company Subsidiary (on behalf of itself and its Subsidiariesany such Person, a “Designated Person”) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP in any matter involving any Transaction Agreements or any other internal agreements or external transactions contemplated thereby (including any litigation, arbitration, mediation or other proceeding), by any legal counsel set forth on Schedule 11.06(a) that is currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates Subsidiary in connection with the Transaction Agreements or any matters arising under other agreements or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or hereby and thereby (the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one handBuyer and MergerCo will not assert, and Prior Company Counsel, on each agrees to cause the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative Surviving Corporation and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any each of its Subsidiaries or to not assert, any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Holder Privileged MaterialsCurrent Representation in connection with any Post-Closing Representation in connection with a dispute with Buyer, and neither following the Company nor any of its Subsidiaries shall be a holder thereofClosing, (b) to with the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company Surviving Corporation or any of its Subsidiaries Subsidiaries, it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by reason such Designated Person; provided that the foregoing agreement of non-assertion and acknowledgement of retention shall not extend to any communication not involving the Transaction Agreements or any other agreements or transactions contemplated hereby and thereby, or to communications with any Person other than the Designated Persons and their advisers; provided, further that nothing in this Section 11.06 shall be construed as a waiver of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateprivilege.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees hereby agree that, following in the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any event that a dispute arises out of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this AgreementAgreement after the Closing between Buyer (and/or the Company), including on the one hand, and the Securityholders’ Representative or any Securityholder, on the other hand (a “Covered Dispute”), then Xxxxxxx Coie LLP (“PC”), which has been retained by the Company to act as counsel in connection with respect the transactions contemplated hereby, may represent such Securityholder and/or the Securityholder Representative in such dispute even though the interests of such Securityholder or the Securityholder Representative may be directly adverse to any litigationBuyer or a Group Company, claim or obligation arising out and even though PC has represented a Group Company in connection with the negotiation of or related to this Agreement and consummation of the transactions contemplated hereby. Buyer further agrees that, as to all communications among PC and a Group Company, any Securityholder or the Securityholder Representative in connection with a Covered Dispute, to the extent they relate to the transactions contemplated by this AgreementAgreement or the other Transaction Documents (collectively, notwithstanding any representation the “Privileged Communications”), the attorney-client privilege and the exception of client confidence with respect to the Privileged Communications belongs solely to the Securityholders and may be controlled only by the Prior Company Counsel prior Securityholder Representative and shall not pass to (whether by operation of law or otherwise) or be claimed by Buyer, Buyer Parent or their respective Affiliates, because the interests of Buyer, Buyer Parent or their respective Affiliates were directly adverse to a Group Company, such Securityholder and/or the Securityholder Representative at the time such Privileged Communications were made. This right to the Closing Date of attorney-client privilege to the Company Privileged Communications shall exist even if such communications may exist on a Group Company's computer system or in documents in a Group Company's possession. Notwithstanding the foregoing, the Privileged Communications shall only include the communications themselves, and not the due diligence or underlying materials, any information reflected in the datasite or any of its Subsidiaries. Buyer and other non-privileged documents even if referenced in the Company Privileged Communications. (on behalf of itself and its Subsidiariesb) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree thatNotwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer, Buyer Parent or the Company or any of its Subsidiariesa Group Company, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, a Person other than a party to this Agreement on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to may assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege to prevent disclosure to such third-party of the Privileged Communications by PC to the Company; provided, that the Company may not waive such privilege with respect to the Holder Privileged Materials, and neither Communications without the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property prior written consent of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Securityholder Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer waives and will not assert, and agrees to cause the Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (on behalf the “Post-Closing Representation”), of itself and its Subsidiariesany Seller, any Affiliate of any Seller or any stockholder, officer, employee or director of Company (any such Person, a “Designated Person”) covenants and agrees that, following in any matter involving the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Transaction Documents or any other internal agreements or external transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller, any Affiliate of any Seller or the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with the Transaction Documents or any matters arising under other agreements or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim hereby or obligation arising out of or related to this Agreement or thereby (the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Buyer waives and will not assert, the Holders’ Representative, and agrees to cause the Company of any of their respective Affiliates, on the one hand, to waive and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Companynot assert, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Holder Privileged MaterialsCurrent Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and neither following the Company nor any of its Subsidiaries shall be a holder thereofClosing, (b) to with the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property Company, it being the intention of the client, only the Holders and the Holders’ Representative shall hold parties hereto that all such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any such attorney-client relationship between Prior Company Counsel privilege and to control such attorney-client privilege shall be retained by Sellers; provided that the Company foregoing waiver and acknowledgement of retention shall not extend to any communication not involving the Transaction Documents or any of its Subsidiaries other agreements or otherwisetransactions contemplated hereby or thereby, or to communications with any Person other than the Designated Persons. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions [**] = Portions of this Section 11.12, including the opportunity exhibit have been omitted pursuant to discuss with counsel such matters and reasonable alternatives to such termsa confidential treatment request. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary An unredacted version of this Section 11.12exhibit has been filed separately with the Commission. The covenants Schedules (or similar attachments) referred to and obligations set forth in this Section 11.12 listed herein shall survive for 10 years following have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Closing DateCommission upon request.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees thatParent, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative Purchaser and their respective Affiliates (including the Company after the Closing) (collectively, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with any matters arising under or related to this Agreement or and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated by this Agreement, including with respect to any litigation, claim hereby and thereby (“Pre-Closing Representation”) has or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they will have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in such representation any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and (ii) covenant thereof, and agree thatthe transactions contemplated hereby and thereby, in the event that a dispute arises each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between Buyer or the Company or any of its SubsidiariesSellers Counsel, on the one hand, and any Holder(sDesignated Person or the Company (with respect to the Company, solely prior to the Closing), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel may represent Counsel, on the one hand, and any HolderDesignated Person, on the Holders’ Representative and/or other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective its Affiliates, on the one hand, and Prior Company Counsela third party other than (and unaffiliated with) any Designated Person, on the other hand, related then Parent, Purchaser or such Affiliate (to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiariesextent applicable) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to may assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any prevent disclosure to such third party of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and confidential communications by Sellers Counsel. (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to After the Closing, the Company or any of its Subsidiaries by reason of will each cease to have any attorney-client relationship between Prior Company with Sellers Counsel, unless and to the extent that Sellers Counsel and is expressly engaged in writing by the Company or any to represent it. Any such representation of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following by Sellers Counsel after the Closing Datewill not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants and agrees that, following Affiliates (including the Company after the Closing) (Buyer and all such other Persons, Xxxxx Xxxx the “Buyer Group”) hereby waives any claim that Ropes & Xxxxxxxx Gray LLP or and any other internal or external legal counsel currently representing the Seller Group or the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim the negotiation thereof or obligation arising out of or related to this Agreement its subject matter or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Contemplated Transactions (“Pre-Closing Date of the Company Representation”) has or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they will have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging representing the Seller Group or any of their respective officers, directors, members, managers or Affiliates (“Designated Persons”) in any dispute with any member of the Buyer Group or any other matter relating to this Agreement, the negotiation thereof or its subject matter or the Contemplated Transactions, in each case, after the Closing (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such representation dispute or other matter may be directly adverse to the interests of one or more members of the Buyer Group and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (iib) covenant Buyer, on behalf of the Buyer Group, hereby covenants and agree agrees, that, as to all communications between any Prior Company Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and will be controlled by Seller or applicable Designated Person, and will not pass to or be claimed by any member of the Buyer Group. Without limitation of the foregoing, no member of the Buyer Group may use or rely on any communications described in the event that immediately preceding sentence and to which attorney-client privilege still then exists, and has not been waived by any Designated Person in writing, in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Xxxxx, on behalf of the Buyer Group, hereby irrevocably waives and agrees not to assert any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if after the Closing a dispute arises after the Closing between Buyer or the Company one or any more of its Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Holder(s), the Holders’ Representative and/or any of their respective AffiliatesDesignated Person, on the other hand, then Buyer or such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Prior Company Counsel may represent any HolderCounsel; provided, the Holders’ Representative and/or that neither Buyer nor any of their respective Affiliates its Subsidiaries may waive such privilege without the prior written consent of Seller. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in such dispute even though connection with its decision to agree to the interests terms of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such disputethis Section 8.04(b). (bc) All communications between any Holder(s), After the Holders’ RepresentativeClosing, the Company of will cease to have any of their respective Affiliates, on attorney-client relationship with the one hand, and Prior Company Counsel, on the other hand, related unless and to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences extent that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating is expressly engaged in writing by the Company to represent it. Any such engagement from and after the Closing, and all books, records and other materials representation of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of by Prior Company Counsel after the Closing will not affect the foregoing provisions hereof. (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holdersd) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, neither the Seller Group nor Prior Company Counsel shall have any duty to reveal or disclose to Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiariestheir respective Subsidiaries (and the Company, Buyer and their respective representatives shall Subsidiaries will not have any right to access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (areview) the Holders and the Holders’ Representative Seller Group’s confidential communications in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries Pre-Closing Representation by reason of any attorney-client relationship between Prior Company Counsel and the Company. To the extent that files of Seller or Prior Company or any Counsel in respect of its Subsidiaries representation of the Seller Group or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had in connection with the opportunity to review and obtain adequate information regarding the significance and risks Pre-Closing Representation constitute property of the waivers Company, all property rights thereto are hereby assigned and other terms and conditions transferred to Seller effective as of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateClosing.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Purchaser hereby waives and agrees not to assert, and Purchaser agrees to cause the Company and each of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of the Seller Representative, any Seller, any of their respective Affiliates or any other internal director, manager, officer or external legal counsel currently representing employee of the Seller Representative, any Seller, the Company or any of its Subsidiaries (eachany such Person, a “Prior Company CounselDesignated Person”) may serve in any matter involving this Agreement, any Seller Document, any Company Document, any Purchaser Document or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, any Seller Document, any Company Document, any Purchaser Document or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (the “Current Representation”). (b) Effective as of the Closing, Purchaser hereby agrees not to control or assert, and Purchaser agrees to cause the Company not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel to and any Designated Person during the Holders, the Holders’ Representative and their respective Affiliates Current Representation (a “Covered Communication”) in connection with any matters arising under or related to this Agreement or the transactions contemplated by this AgreementPost-Closing Representation, including in connection with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of a dispute with Purchaser the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excludingincluding, for after the sake of clarityClosing, the Company and each of its Subsidiaries) (), it being the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none intention of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and parties hereto that all rights of any Person under or with respect to any of such attorney-client privilege, work product protection or other similar privilege or protection, including the foregoingright to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby assigned and hereby) transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof or retained by the Company or any of its Subsidiaries(as applicable), Buyer or its Affiliates or their respective representativesand vested solely in, such Designated Person. From and after the Closing, Buyerneither Purchaser nor the Company shall, and each shall cause its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectlynot to, use any Covered Communication or rely upon the contents thereof in connection with any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert dispute with a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants and agrees that, Affiliates (including the Acquired Companies following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Xxxxxxxx & Xxxxx Xxxx & Xxxxxxxx LLP LLP, Nob Hill Law Group, P.C. or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries the Acquired Companies prior to the Closing (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or its subject matter or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the hereby (“Pre-Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its SubsidiariesRepresentation”) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or representing any of its Subsidiaries, on the one hand, and any Holder(s)Stockholder, the HoldersStockholders’ Representative and/or or any of their respective Affiliatesofficers, on the other handdirectors, Prior Company Counsel may represent members, managers or Affiliates (“Stockholder Related Parties”) in any Holder, the Holders’ Representative and/or dispute with any of their respective Affiliates the Buyer Related Parties or any other matter involving this Agreement or its subject matter or the transactions contemplated hereby, in such dispute each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Stockholder Related Parties in such Person(s) dispute or other matter may be directly adverse to the interests of one or more of the Buyer or the Acquired Companies Related Parties and even though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such dispute. (b) All dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. Buyer, on behalf of the Buyer Related Parties, hereby covenants and agrees, that, as to all communications between any Holder(s), the Holders’ Representative, the Prior Company of any of their respective AffiliatesCounsel, on the one hand, and Prior any Stockholder Related Parties or any Acquired Company Counsel(with respect to the Acquired Companies, solely prior to the Closing), on the other hand, related that relate in any way to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). AccordinglyRepresentation, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege and the expectation of client confidence shall be owned solely by and controlled by such Stockholder Related Party (and, in the case of the Acquired Companies with respect to any matters and disputes adverse to, prior to the Holder Privileged MaterialsClosing, the Stockholders’ Representative), and neither shall not pass to or be claimed by any Buyer Related Parties. This Section 11.04 shall survive the Closing and shall remain in effect. Without limitation of the foregoing, no Buyer Related Parties may use or rely on any communications described in the immediately preceding sentence in any claim, dispute, action, suit or proceeding against or involving any of the Stockholder Related Parties. Notwithstanding the foregoing, if after the Closing a dispute arises between Buyer or the Acquired Companies, on the one hand, and a third party other than (and unaffiliated with) any Stockholder Related Party, on the other hand, then the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Prior Company Counsel; provided, however, that files neither Buyer nor any Acquired Company may intentionally waive such privilege without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Further, no Stockholder Related Party may intentionally waive the privilege applicable to any confidential communications between an Acquired Company and Prior Company Counsel in respect without the prior written consent of Holder Privileged Materials constitute property of the clientBuyer, only the Holders and the Holders’ Representative which consent shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal not be unreasonably withheld, delayed or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such termsconditioned. This Section 11.12 11.04 is for the benefit of Holdersthe Stockholders’ Representative and the Stockholder Related Parties and each Prior Company Counsel, and the Holders’ Representative, their respective Affiliates, Stockholder Related Parties and each of which is an intended Prior Company Counsel are express third party beneficiary beneficiaries of this Section 11.1211.04. The covenants This Section 11.04 shall be irrevocable, and obligations set forth in no term of this Section 11.12 shall survive for 10 years following 11.04 may be amended, waived or modified, without the Closing Dateprior written consent of the Stockholders’ Representative and the Prior Company Counsel affected thereby.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP the Buyer hereby waives and agrees not to assert, and the Buyer agrees to cause the Company to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of Seller, any of its Affiliates or any officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other internal document executed or external delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx & Xxxxxxx LLP and any other legal counsel currently representing any Designated Person (the “Current Counsel”) in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) because of the Current Counsel’s acting as counsel to the Company (the “Current Representation”). Effective as of the Effective Date, the Buyer hereby agrees not to control or assert, and the Buyer agrees to cause the Company not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with the Buyer or any of its Subsidiaries Affiliates (eachincluding, a “Prior Company Counsel”) may serve as counsel to after the HoldersClosing Date, the Holders’ Representative and their respective Affiliates in connection with Company), it being the intention of the parties hereto that all rights of any matters arising Person under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holdersprivilege, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors work product protection or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any of its Subsidiaries shall be a holder thereofvested solely in, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants Affiliates (including the Company and agrees that, following its Subsidiaries after the Closing) (Buyer and all such Affiliates, Xxxxx Xxxx the “Buyer Group”) hereby waives any claim that Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel has or will have a conflict of interest under applicable Law or applicable ethical standards governing attorney conduct by representing the Seller Group or any of their respective officers, directors, members, managers, owners, trustees, or Affiliates (“Designated Persons”) in any dispute with any member of the Buyer Group or any other matter relating to the Holdersthis Agreement, the Holders’ Representative and their respective Affiliates in connection with any matters arising under negotiation thereof or related to this Agreement its subject matter or the transactions contemplated by this Agreement, including in each case, after the Closing (“Post-Closing Representation”) solely as a result of Prior Company Counsel’s representation of the Company in connection with respect to any litigationthis Agreement, claim the negotiation thereof or obligation arising out of or related to this Agreement its subject matter or the transactions contemplated by this Agreement, notwithstanding any representation by Agreement (“Pre-Closing Representation”) (it being understood and agreed that the foregoing shall not apply if and to the extent (i) Prior Company Counsel is then representing any member of the Buyer Group, and (ii) such representation of the Buyer Group would require Prior Company Counsel to either refrain from representing the applicable Seller Group member or obtain the informed consent of the applicable Seller Group member and any member of the Buyer Group, as applicable, under applicable Law or applicable ethical standards governing attorney conduct). (b) Buyer, on behalf of the Buyer Group, hereby covenants and agrees, that, as to all communications prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a between Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its SubsidiariesCounsel, on the one hand, and any Holder(s), Designated Person or the Holders’ Representative and/or any of their respective AffiliatesCompany or its Subsidiaries, on the other hand, Prior that are subject to attorney-client privilege as of immediately prior to the Closing and relate to (and solely to the extent related to) the Pre-Closing Representation (the “Pre-Closing Company Counsel Communications”), no member of the Buyer Group may represent use any Holdersuch Pre-Closing Company Communications in any claim, the Holders’ Representative and/or dispute, action, suit or proceeding against or involving any of their respective Affiliates the Designated Persons. Buyer, on behalf of the Buyer Group, hereby irrevocably waives and agrees not to assert any attorney-client privilege or attorney-client confidentiality obligation with respect to any Pre-Closing Company Communications in connection with any Post-Closing Representation (it being understood and agreed that any attorney-client privilege and attorney-client confidentiality obligation with respect to such Pre-Closing Company Communications will be retained and controlled by the applicable Seller or other Designated Person solely for purposes of any such Post-Closing Representation). Notwithstanding the foregoing, if after the Closing a dispute even though the interests of such Person(s) may be directly adverse to arises between Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company one or more of any of their respective its Affiliates, on the one hand, and Prior Company Counsela third party other than (and unaffiliated with) any Designated Person, on the other hand, related then Buyer or such Affiliate (to the transactions contemplated by this Agreement shall be deemed to be extent applicable) may assert the attorney-client confidences privilege to prevent disclosure to such third party of confidential communications by Prior Company Counsel (including any Pre-Closing Company Communications); provided, that belong solely neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Seller Representative. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the Holders, terms of this Section 10.17. (c) As of the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarityClosing, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall will cease to have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between with the Prior Company Counsel, unless and to the extent that such Prior Company Counsel and is expressly engaged in writing by the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Daterepresent it.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants Affiliates (including the Company and agrees that, following the Subsidiaries after the Closing) (Buyer and all such other Persons, Xxxxx Xxxx & Xxxxxxxx LLP or the “Buyer Group”) hereby waives any claim that Mxxx Lxxxx Xxxxxxx Must O’Xxxxx LLC and any other internal or external legal counsel currently representing the Company or any of its Subsidiaries Subsidiary (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim the negotiation thereof or obligation arising out of or related to this Agreement its subject matter or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Contemplated Transactions (“Pre-Closing Date of the Company Representation”) has or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they will have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging representing the Shareholders or any of their officers, directors, members, managers or Affiliates (“Designated Persons”) in such representation and (ii) covenant and agree thatany dispute with any member of the Buyer Group or any other matter relating to this Agreement, the negotiation thereof or its subject matter or the Contemplated Transactions, in the event that a dispute arises each case, after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(sDate (“Post-Closing Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of one or more of the Designated Persons in such Person(s) dispute or other matter may be directly adverse to the interests of one or more members of the Buyer or the Acquired Companies Group and even though Prior Company Counsel may have represented the Acquired Companies Company or one or more of the Subsidiaries in a matter substantially related to such disputedispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) All Buyer, on behalf of the Buyer Group, hereby covenants and agrees, that, as to all communications between any Holder(s)Prior Company Counsel, on the Holders’ Representativeone hand, and any Designated Person, the Company or any Subsidiary (with respect to the Company or any Subsidiary, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Shareholders or the applicable Designated Person, and shall not pass to or be claimed by any member of the Buyer Group. Nonetheless, no member of the Buyer Group may use or rely on any communication described in the immediately preceding sentence in any Claim against or involving any of their respective the Designated Persons. Buyer, on behalf of the Buyer Group, hereby irrevocably waives and agrees not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Buyer or one or more of its Affiliates, on the one hand, and Prior Company Counsela third party other than (and unaffiliated with) any Designated Person, on the other hand, related then Buyer or such Affiliate (to the transactions contemplated by this Agreement shall be deemed to be extent applicable) may assert the attorney-client confidences privilege to prevent disclosure to such third party of confidential communications by Prior Company Counsel; provided, however, that belong solely neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Shareholders’ Representative. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the Holders, terms of this Section 12.16(b). (c) After the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarityClosing, the Company and its Subsidiaries) (the “Holder PreSubsidiaries will each cease to have any attorney-Closing Transaction Related Communications”). Accordinglyclient relationship with the Prior Company Counsel, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or unless and to the files of extent that such Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries is expressly engaged in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained writing by the Company or any Subsidiary to represent it. Any such representation of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of by Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following after the Closing Datewill not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer the parties hereto acknowledges and the Company (agrees on its own behalf and on behalf of itself its directors, members, partners, officers, employees and its Subsidiaries) covenants and agrees thatAffiliates, following the Closing, Xxxxx Xxxx that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or any (“STB”) has acted as counsel to Parent in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and in the other internal or external legal counsel currently documents referred to herein and intends to represent the Company and its Subsidiaries from and after the Closing. Accordingly, each of the Company, its Subsidiaries, the Sellers and the Seller Representative hereby consents and agrees to, STB representing the Company or any and the Subsidiaries of its Subsidiaries (each, a “Prior the Company Counsel”) may serve as counsel to from and after the Holders, the Holders’ Representative and their respective Affiliates Closing in connection with any matters arising under or such matter related to this Agreement such representation. In connection with the foregoing, each of the Company, its Subsidiaries, the Sellers and the Seller Representative hereby irrevocably waives and agrees not to assert, and to procure that none of their respective Affiliates asserts, any conflict of interest arising from or in connection with (i) STB’s prior representation of Parent and (ii) STB’s post-Closing representation of Parent, the transactions contemplated by Company and the Subsidiaries of the Company. The Sellers, the Seller Representative, the Subsidiaries of the Company and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with respect counsel other than STB. (b) Each of the parties hereto acknowledges and agrees on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxx & XxXxxxxx LLP (“BM”) has acted as counsel to any litigation, claim or obligation arising out Seller Representative and certain Sellers in connection with the negotiation of or related to this Agreement or and consummation of the transactions contemplated by this Agreementhereby and in the other documents referred to herein and intends to represent the Seller Representative, notwithstanding the Sellers and any representation by manager, director, member, partner, officer, employee or affiliate of the Prior Company Counsel prior to Seller Representative or any Seller from and after the Closing. Accordingly, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby consents and agrees to, BM representing the Seller Representative, the Sellers and any manager, director, member, partner, officer, employee or affiliate of the Seller Representative or any Seller from and after the Closing Date in connection with any such matter related to such representation. In connection with the foregoing, each of the Company or any of Parent, Merger Sub, Company, its Subsidiaries. Buyer Subsidiaries and the Company (on behalf of itself and its Subsidiaries) Seller Representative hereby irrevocably waives and agrees not to assert, and to procure that none of their respective Affiliates asserts, any conflict of interest arising from or in connection with (i) waive BM’s prior representation of the Seller Representative or any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation Seller, and (ii) covenant BM’s post-Closing representation of the Seller Representative, the Sellers and agree thatany manager, director, member, partner, officer, employee or affiliate of the Seller Representative or any Seller. The Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than BM. (c) Each of the parties hereto acknowledges and agrees on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxx Xxxx & Xxxxxxxx, LLP (“Xxxxx Xxxx”) has acted as counsel to WWH in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and in the other documents referred to herein and intends to represent WWH and Affiliate of WWH from and after the Closing. Accordingly, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby consents and agrees to, Xxxxx Xxxx representing WWH and any affiliate of WWH from and after the Closing in connection with any such matter related to such representation. In connection with the foregoing, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby irrevocably waives and agrees not to assert, and to procure that none of their respective Affiliates asserts, any conflict of interest arising from or in connection with (i) Xxxxx Xxxx’x prior representation of WWH, and (ii) Xxxxx Xxxx’x post-Closing representation of the WWH and any affiliate of WWH. The Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Xxxxx Xxxx. (d) Each of the Company, its Subsidiaries, the Sellers and the Seller Representative further agrees, that all communications in any form or format whatsoever between or among any of STB, Parent and, after the Closing, the Company and its Subsidiaries, or any of their respective directors, officers, employees or other representatives that relate to the transactions contemplated hereby or in connection with any other matter relating to the process for the acquisition of the Company and its Subsidiaries by Parent, shall from and after the Closing be deemed to be retained and owned collectively by Parent, the Company and its Subsidiaries, as appropriate, and shall be controlled by such relevant entity. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Parent, the Company and its Subsidiaries, as appropriate, and shall be controlled by such relevant entity. (e) Each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative further agrees, that all communications in any form or format whatsoever between or among any of BM, any Seller or the Seller Representative, and, after the Closing, the Seller Representative, the Sellers or any of their respective managers, directors, officers, employees or other representatives that relate to the transactions contemplated hereby or in connection with any other matter relating to the process for the acquisition of the Company and its Subsidiaries by Parent, shall from and after the Closing be deemed to be retained and owned collectively by the Seller Representative and the Sellers, as appropriate, and shall be controlled by such relevant Person. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller Representative or the Sellers, as appropriate, and shall be controlled by such relevant Person. Notwithstanding the foregoing, in the event that a dispute arises after between Parent, the Closing between Buyer or the Surviving Company or any of its Subsidiaries, on the one hand, their respective Subsidiaries and any Holder(s), the Holders’ Representative and/or a third party (other than a Party to this Agreement or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Surviving Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to may assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materialsprevent disclosure of confidential communications by BM to such third party; provided, and that, neither the Surviving Company nor any of its Subsidiaries shall be a holder thereof, (b) to may waive such privilege without the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property prior written consent of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Seller Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (aA) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Buyer hereby waives and agrees not to assert, and Buyer agrees to cause SinglePlatform to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of Parent or Seller and any of their Affiliates or any director, manager, officer or employee of Parent or Seller, any of their Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other internal document executed or external delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the Company negotiation, execution or performance hereof or thereof) (the “Current Representation”). (B) Effective as of the Closing, Buyer hereby agrees not to control or assert, and Buyer agrees to cause SinglePlatform not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation (“Covered Communication”) in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any of its Subsidiaries Affiliates (eachincluding, a “Prior Company Counsel”after the Closing, SinglePlatform), it being the intention of the Parties that all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) may serve transferred to or retained by (as counsel applicable), and vested solely in, such Designated Person. No access following the Closing by Buyer or SinglePlatform to any Covered Communication shall waive or otherwise alter the Holdersrights of any Designated Person with respect to any Covered Communication and Buyer shall, and shall cause SinglePlatform and each of Buyer’s other Affiliates not to, use any Covered Communication or the Holders’ Representative and their respective Affiliates contents of any Covered Communication in connection any dispute with any matters arising under Designated Person in any matter involving this Agreement or related any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or the transactions any transaction contemplated by this Agreement, hereby or thereby (including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreementarbitration, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors mediation or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from proceeding and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information matter regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12negotiation, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holdersexecution, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateperformance or enforceability hereof or thereof).

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of the Effective Time, Buyer hereby waives and agrees not to assert, and Buyer agrees to cause each of the Company and Connextions HCI to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (on behalf any “Post-Closing Representation”) of itself and Seller, any of its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Affiliates or any officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other internal document executed or external delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Faegre Xxxxx Xxxxxxx LLP and any other legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates Designated Person in connection with this Agreement or any matters arising under agreement, certificate, instrument or related other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the transactions contemplated by this Agreementnegotiation, including with respect to any litigation, claim execution or obligation arising out of performance hereof or related to this Agreement or thereof) (the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Effective as of the Effective Time, the Holders’ RepresentativeBuyer hereby agrees not to control or assert, and Buyer agrees to cause each of the Company of and Connextions HCI not to control or assert, any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the HoldersCurrent Representation in connection with any Post-Closing Representation, the Holders’ Representative and their respective including in connection with a dispute with Buyer or any of its Affiliates (excludingincluding, for after the sake of clarityClosing Date, the Company and its Subsidiaries) (Connextions HCI), it being the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none intention of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and parties hereto that all rights of any Person under or with respect to any of the foregoingsuch attorney-client privilege, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company work product protection or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable other similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any of its Subsidiaries shall be a holder thereofvested solely in, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants and agrees that, following Affiliates (including the Acquired Companies after the Closing) (Buyer and all such other Persons, the “Buyer Group”) hereby waives, any claim that Ropes & Xxxx LLP and Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP or any other internal or external legal counsel currently representing the any Acquired Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim the negotiation thereof or obligation arising out of or related to this Agreement its subject matter or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Contemplated Transactions (“Pre-Closing Date of the Company Representation”) has or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they will have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or representing any of its Subsidiaries, on the one hand, and any Holder(s)Seller, the HoldersSellers’ Representative and/or or any of their respective Affiliatesofficers, on directors, members, managers or Affiliates (“Designated Persons”), in any dispute between any Designated Person and any member of the Buyer Group, or any other hand, Prior Company Counsel may represent any Holdermatter relating to this Agreement, the Holders’ Representative and/or any of their respective Affiliates negotiation thereof or its subject matter or the Contemplated Transactions, in such dispute each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such Person(s) dispute or other matter may be directly adverse to the interests of one or more members of the Buyer or the Acquired Companies Group and even though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such disputedispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) All Buyer, on behalf of the Buyer Group, hereby covenants and agrees, that, subject to the last sentence of this clause (b), as to all communications between any Holder(s), the Holders’ Representative, the Prior Company of any of their respective AffiliatesCounsel, on the one hand, and any Designated Person or any Acquired Company (with respect to the Acquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Sellers’ Representative or applicable Designated Person, and shall not pass to or be claimed by any member of the Buyer Group. Without limitation of the foregoing, no member of the Buyer Group may use or rely on any communications described in the immediately preceding sentence in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Buyer, on behalf of the Buyer Group, hereby irrevocably waives and agrees not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, related to occurring during the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, Representation in connection with any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder PrePost-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of Representation. Notwithstanding the foregoing, are hereby assigned if after the Closing a dispute arises between Buyer or one or more members of the Buyer Group, on the one hand, and transferred a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Buyer or such member of the Buyer Group (to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holdersextent applicable) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to may assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to prevent disclosure to and use by such third party of communications by Prior Company Counsel; provided, however, that neither Buyer nor any member of the Holder Privileged MaterialsBuyer Group may waive such privilege without the prior written consent of the Sellers’ Representative, and neither the Company Sellers’ Representative nor any Seller may waive such privilege without the prior written consent of Buyer. Each of Buyer and Merger Sub acknowledges that it has had adequate opportunity to consult with counsel of its Subsidiaries shall be a holder thereofchoosing, (b) and has consulted with such counsel, in connection with its decision to agree to the extent that files terms of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and this Section 11.04(b). (c) Prior After the Closing, the Surviving Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of and its Subsidiaries by reason of will cease to have any attorney-client relationship between with the Prior Company Counsel, unless and to the extent that such Prior Company Counsel and is expressly engaged in writing by the Surviving Company to represent it. Any such representation of the Surviving Company or any of its Subsidiaries or otherwise. Each of Buyer and the by Prior Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following Counsel after the Closing Datewill not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or Parent hereby waives and agrees not to assert, and Parent agrees to cause the Surviving Corporation to waive and not to assert, any other internal or external legal counsel currently representing the Company or any conflict of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation interest arising out of or related relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or (any “Post-Closing Representation”) of the Company or Sellers’ Representative, any of its SubsidiariesSeller, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though or any officer, employee or director of the interests of such Person(s) may be directly adverse to Buyer Sellers’ Representative, any Seller, or the Acquired Companies Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and even though Prior Company Counsel may have represented including any matter regarding the Acquired Companies negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any other legal counsel currently representing any Designated Person in a matter substantially related connection with this 77 Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to such disputethis Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) All communications Effective as of the Closing, Parent hereby agrees not to control or assert, and Parent agrees to cause the Surviving Corporation not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any Holder(s)legal counsel and any Designated Person during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Parent, the Holders’ Representative, the Company of Surviving Corporation or any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excludingincluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all booksthe Company), records and other materials it being the intention of the Company and any of its Subsidiaries parties hereto that, notwithstanding anything to the contrary in any medium (including electronic copies) containing Section 1.4 hereof or reflecting any Section 259 of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect theretoDGCL, including any related summaries, drafts or analyses, and all rights of any Person under or with respect to any of the foregoingsuch attorney-client privilege, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company work product protection or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable other similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any vested solely in, such Designated Person. [Remainder of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.page intentionally left blank]

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer The Parties hereby acknowledge and agree that Xxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (the “Seller Attorneys”) have represented the Seller and the Company (in connection with the transactions contemplated by this Agreement. Buyer, on behalf of itself the Buyer Indemnified Parties, and its Subsidiaries) covenants the Company agree that any attorney-client privilege, attorney work-product protection, and agrees that, following expectation of client confidence attaching as a result of the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing Seller Attorneys’ representations of the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates Seller in connection with the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Seller and may be waived only by Seller, and not the Company, and shall not pass to or be claimed or used by Buyer, the Buyer Indemnified Parties and the Company and shall not pass to or be claimed or used by Buyer or the Company except as consented to by Seller. (b) Buyer, on behalf of the Buyer Indemnified Parties, and the Company agree that, notwithstanding any current or prior representation of the Company by either of the Seller Attorneys, the Seller Attorneys shall be allowed to represent the Seller in any existing or future matters arising under or related disputes adverse to the Buyer Parties or the Company relating to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or hereby and the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer Parties and the Company (hereby waive any conflict of interest that may arise in connection with such representation. Buyer, on behalf of itself the Buyer Indemnified Parties, and its Subsidiaries) hereby irrevocably (i) waive any claim they have or the Company agree that the Seller Attorneys may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging represent the Seller in such representation and (ii) covenant and agree thata matter or dispute, in the event that a dispute arises before or after the Closing between Buyer or the Company or any of its SubsidiariesClosing, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) the Seller may be directly adverse to those of the Buyer Parties or the Acquired Companies Company, and even though Prior Company Counsel such Seller Attorneys may have previously represented the Acquired Companies Company in a matter substantially related to such matter or dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Buyer hereby waives and agrees not to assert, and Buyer agrees to cause the Companies to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of the Sellers’ Representative, any Seller, any of their respective Affiliates or any other internal officer, employee or external legal counsel currently representing the Company or director of any of its Subsidiaries Seller (eachany such Person, a “Prior Company CounselDesignated Person”) may serve in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx & Xxxxxxx LLP in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as of the Closing, Buyer hereby agrees not to control or assert, and Buyer agrees to cause the Companies not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel to and any Designated Person during the Holders, the Holders’ Representative and their respective Affiliates Current Representation in connection with any matters arising under or related to this Agreement or the transactions contemplated by this AgreementPost-Closing Representation, including in connection with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s)with Buyer, the Holders’ Representative and/or Companies or any of their respective Affiliates, on it being the other handintention of the Parties hereto that, Prior Company Counsel may represent notwithstanding anything to the contrary in this Agreement or under Applicable Law, all rights of any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer Person under or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related with respect to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holdersprivilege, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors work product protection or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any of its Subsidiaries shall be a holder thereofvested solely in, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer waives and the Company (on behalf of itself and its Subsidiaries) covenants will not assert, and agrees thatto cause the Acquired Entities to waive and to not assert, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any conflict of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation interest arising out of or related relating to this Agreement or any representation, after the transactions contemplated by this AgreementClosing, notwithstanding of Seller, any representation by the Prior Company Counsel prior to the Closing Date of the Company Seller, any Acquired Entity or any Affiliate of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company Seller or any of its SubsidiariesSeller, on the one hand, and any Holder(s), the Holders’ Representative and/or or any of their respective Affiliatesofficers, on employees, directors or managers in any matter involving this Agreement, any Ancillary Agreement or any other agreements or transactions contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding), by any legal counsel that has represented any such party prior the other handClosing. Buyer waives and will not assert, Prior Company Counsel may represent any Holder, and agrees to cause the Holders’ Representative and/or any Acquired Entities and each of their respective other Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies waive and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Companynot assert, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to any communication that relates to negotiation of the Holder Privileged MaterialsAgreement, or any Ancillary Agreement, disputes arising from the Agreement or any Ancillary Agreement, Retained Liabilities or Excluded Assets, the content or preparation of the Disclosure Schedules or the consummation of the transactions contemplated hereby and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) thereby if that communication occurred on or prior to the extent that files Closing between any legal counsel and Seller, any Seller, the Acquired Entities or any Affiliate of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the clientSeller or any Seller, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason their respective officers, employees, directors and managers, it being the intention of any the parties that all such rights to such attorney-client relationship between Prior Company Counsel privilege and the Company or any of to control such attorney-client privilege shall be retained by Seller, its Subsidiaries or otherwise. Each of Buyer Affiliates, and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliatesofficers, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateemployees, directors or managers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer Purchaser Entity hereby waives and will not assert, and each agrees to cause the Company and each of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (on behalf the “Post-Closing Representation”), of itself the Seller or any of their Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the Transactions or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by either Cxxxxxxxx & Bxxxxxx LLP, Lxxx & Staehelin or Osler, Hxxxxx & Harcourt LLP (collectively, the “Current Representation”). (b) The Purchaser Entities will not assert, and each agrees to cause the Company and each of its Subsidiaries) covenants Subsidiaries to not assert, any attorney-client privilege with respect to any communication between any legal counsel and agrees thatany Designated Person occurring during the Current Representation in connection with any Post-Closing Representation in connection with a dispute with a Purchaser Entity, and following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on it being the one hand, and any Holder(s), intention of the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in parties hereto that all such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related rights to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect and to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries control such attorney-client privilege shall be a holder thereofretained by such Designated Person; provided that the forgoing agreement of non-assertion and acknowledgment of retention shall not extend to any communication not involving this Agreement, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company Transactions or any of its Subsidiaries by reason other agreements or transactions contemplated hereby, or to communications with any Person other than the Designated Persons and their advisers; provided, further, that nothing in this Section 12.13 shall be construed as a waiver of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateprivilege.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or Buyer hereby waives and agrees not to assert, and Buyer agrees to cause the Surviving Corporation to waive and not to assert, any other internal or external legal counsel currently representing the Company or any conflict of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation interest arising out of or related relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to after the Closing Date (any “Post-Closing Representation”) of any stockholder of the Company or any of its Subsidiaries. Buyer and the Company officer, employee or director thereof (on behalf of itself and its Subsidiariesany such Person, a “Designated Person”) hereby irrevocably (i) waive in any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company matter involving this Agreement or any of its Subsidiariesagreement, on certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the one handnegotiation, execution, performance or enforceability hereof or thereof) by Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP and any Holder(sother legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Effective as of the Closing, the Holders’ Representative, the Company of any of their respective Affiliates, on the one handBuyer hereby agrees not to control or assert, and Prior Company CounselBuyer agrees to cause the Surviving Corporation not to control or assert, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be any attorney-client confidences that belong solely privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with the Buyer or the Surviving Corporation, it being the intention of the parties hereto that, notwithstanding anything to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none contrary in this Agreement or Section 259 of the CompanyDGCL, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights of any Person under or with respect to any of the foregoingsuch attorney-client privilege, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company work product protection or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable other similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any of its Subsidiaries shall be a holder thereofvested solely in, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Buyer waives and shall not assert, and agrees to cause the Company to waive and not to assert, any conflict of Buyer and interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of the Premier Parties or any of their respective Affiliates (excluding, after Closing, the Company), or any officer, employee or manager of the Company (on behalf of itself and its Subsidiariesany such Person, a “Designated Person”) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP in any matter involving this Agreement or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement agreement contemplated hereby or the transactions contemplated by this Agreement, Agreement (including with respect to any litigation, claim arbitration, mediation or obligation arising out other proceeding), by XxXxxxxxx Will & Xxxxx LLP (the “Current Counsel”), which firm is representing the Premier Parties and certain of or related to the Designated Persons in connection with this Agreement or Agreement, the agreements contemplated hereby and the transactions contemplated by this Agreement, notwithstanding any representation by therein (the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Buyer waives and shall not assert, the Holders’ Representative, and after Closing agrees to cause the Company of to waive and not to assert, any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries privilege or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights confidentiality obligation with respect to any of communication between the foregoing, are hereby assigned Current Counsel and transferred any Designated Person if and to the Holders and extent related to the Holders’ Representative effective as of the Closing Current Representation (collectively, the “Holder Privileged MaterialsCommunication”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to in connection with any Post-Closing Representation, including in connection with no copies thereof retained by the Company or any of its Subsidiaries, a dispute with Buyer or its Affiliates or their respective representatives. From and (after the Closing, Buyerincluding the Company), its Affiliates and it being the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality intention of the Holder Privileged Materials. From parties that all such rights to such attorney-client privilege and after confidential information and to control such attorney-client privilege and such confidential information shall be retained by such Designated Person (and not Buyer or the Closing, none of Buyer, Company) and shall not pass to or be claimed by Buyer or the Company; provided such privileged or confidential information shall not be utilized by Designated Persons in connection with any Proceedings involving Buyer or its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities Designated Persons shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged MaterialsCurrent Representation, and neither the Company nor any of its Subsidiaries shall not be a holder thereof, (b) to the extent that files of Prior Company the Current Counsel in respect of Holder Privileged Materials the Current Representation constitute property of the client, only the Holders and the Holders’ Representative Designated Persons shall hold such property rights and (c) Prior Company the Current Counsel shall shall, subject to Section 10.14(c), have no duty whatsoever to reveal or disclose any Holder Privileged Materials such attorney-client communications or files to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company the Current Counsel and the Company or otherwise. (c) Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company, on the one hand, and a third party (other than a Designated Person or any of their respective Affiliates), on the other hand, after the Closing to which a Designated Person or any of their respective Affiliates are not a party, Buyer or the Company, as the case may be, may assert the attorney-client or work product privilege to prevent disclosure of confidential communications by the Current Counsel to such third party and waive such attorney-client or work product privilege; provided that no such waiver shall be given without Equityholder’s consent (such consent not to be unreasonably withheld, delayed or conditioned). In the event that Buyer or any of its Subsidiaries or otherwise. Each of Buyer and Affiliates (including the Company hereby acknowledges and confirms that it has had the opportunity after Closing) is legally required by Order or otherwise legally required to review and access or obtain adequate information regarding the significance and risks a copy of all or a portion of the waivers Privileged Communications, to the extent permitted by applicable Legal Requirements, then Buyer shall promptly notify Equityholder in writing so that Equityholder can seek a protective order at Equityholder’s sole cost and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateexpense.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer waives and the Company (on behalf of itself and its Subsidiaries) covenants will not assert, and agrees thatto cause its Affiliates, including, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP the Acquired Companies, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any of its Affiliates, or any shareholder, officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other internal agreements or external transactions contemplated hereby or thereby, by any legal counsel currently representing any Designated Person in connection with this Agreement, the Company Ancillary Agreements or any of other agreements or transactions contemplated hereby or thereby, including Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (any such representation, the “Current Representation”). (b) Buyer waives and will not assert, and agrees to cause its Subsidiaries Affiliates, including, following the Closing, the Acquired Companies, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation (each, a the “Prior Company CounselPrivileged Communications”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates or in connection with any matters arising under or related to this Agreement or the transactions contemplated by this AgreementPost-Closing Representation, including in connection with respect to a dispute with Buyer or its Affiliates (including, following the Closing, any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Acquired Company or any of its Subsidiaries. Buyer ), including in respect of any claim for indemnification, it being the intention of the parties that all such rights to such attorney-client and the Company (on behalf of itself other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Seller and its Subsidiaries) hereby irrevocably (i) Affiliates and that Seller, and not Buyer or its Affiliates or the Acquired Companies, shall have the sole right to decide whether or not to waive any claim they attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Buyer or its Affiliates, including the Acquired Companies, shall have any access to any such communications or may have to the files of the Current Representation, all of which shall be and remain the property of Seller and not of Buyer or its Affiliates, including the Acquired Companies, or to internal counsel relating to such engagement, and none of Buyer or its Affiliates, including, following the Closing, the Acquired Companies, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that a Prior Company Counsel has a conflict of interest the privilege and protection attaching to such communications and files belongs to Buyer or is otherwise prohibited from engaging in such representation and (ii) covenant and agree thatits Affiliates, including, following the Closing, the Acquired Companies, or does not belong to Seller. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer or its Affiliates, including, following the Company or any of its SubsidiariesClosing, the Acquired Companies, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective a third party other than Seller or its Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective its Affiliates, on the one handincluding, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after following the Closing, and all booksthe Acquired Companies, records and other materials may prevent the disclosure of the Company Privileged Communications to such third party and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analysesrequire that Seller not permit such disclosure, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Seller shall not disclose such Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives Communications to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Datewithout Buyer’s prior written consent except as required by Law.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Buyer hereby waives and agrees not to assert, and Buyer agrees to cause the Acquired Companies and each of its other subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing of any Covenantor or any other internal Affiliate, officer, employee or external legal counsel currently representing the Company or director of any of its Subsidiaries Covenantor (eachany such Person, a “Prior Company CounselDesignated Person”) may serve as counsel to the Holdersin any matter involving this Agreement or any agreement, the Holders’ Representative and their respective Affiliates in connection with any matters arising under certificate, instrument or related other document executed or delivered pursuant to this Agreement or the transactions any transaction contemplated by this Agreement, hereby or thereby (including with respect to any litigation, claim arbitration, mediation or obligation arising out of other proceeding and including any matter regarding the negotiation, execution, performance or related enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Counsel”) in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the transactions contemplated by this Agreementnegotiation, notwithstanding any execution or performance hereof or thereof). (b) Any privilege attaching as a result of Counsel’s representation by the Prior Company Counsel prior to the Closing Date of the Company or any Designated Person prior to the Closing (the “Pre-Closing Representation”) shall survive the Closing and shall remain in effect, and such privilege from and after the Closing shall be assigned to, belong to and be controlled by, Covenantors (on their own behalf and on behalf of its Subsidiariesthe Designated Persons). Buyer From and after the Company Closing, such privilege (i) may be waived only by Covenantors (on behalf of itself themselves and its Subsidiaries) hereby irrevocably (i) waive the Designated Persons), and not by Buyer, any claim they have Acquired Company or may have that a Prior Company Counsel has a conflict any of interest or is otherwise prohibited from engaging in such representation their respective Affiliates, and (ii) covenant and agree thatshall not pass to or be claimed or used by Buyer, in the event that a dispute arises after the Closing between Buyer or the any Acquired Company or any of its Subsidiariestheir respective Affiliates. As to any privileged attorney-client communications between Counsel, on the one hand, and the Company or any Holder(s), the Holders’ Representative and/or any of their respective AffiliatesDesignated Person, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse prior to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged MaterialsCommunications”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement , Buyer agrees, on its own behalf and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and (including, after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries Acquired Companies)) and their respective representatives shall maintain successors and/or assigns, that none of Buyer, any of its Affiliates (including, after the confidentiality Closing, the Acquired Companies) or any of their respective successors or assigns, may use or rely on any of the Holder Privileged MaterialsCommunications in any action or claim against or involving Sellers or any Designated Person. Further, the Parties understand and agree that any failure to segregate and/or restrict Buyer’s access to any Privileged Communications shall not be considered a waiver of the privilege. From and after the Closing, none of Buyer, its Affiliates, the Company Buyer or any of its SubsidiariesAffiliates (including, and their respective representatives after the Closing, the Acquired Companies) shall knowingly access any Privileged Communications or in the files of any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered Acquired Company relating to the Holders’ Representative (Pre-Closing Representation with the intent to nullify the effects of the attorney-client privilege on behalf of itself and such Privileged Communications or the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver files of any applicable privilege or protection, and will deliver all such Holder Privileged Materials Acquired Company relating to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereofPre-Closing Representation. Without limiting the generality of the foregoing, from and after the Closing, Closing (a) Covenantors (on their own behalf and on behalf of the Holders and the Holders’ Representative in such capacities Designated Persons) shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereofPre-Closing Representation, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials the Pre-Closing Representation constitute property of the clienta client of counsel, only the Holders Covenantors (on their own behalf and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any on behalf of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.the

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Buyer hereby waives and agrees not to assert, and Xxxxx Xxxx & Xxxxxxxx LLP agrees to cause each of its controlled Affiliates (including the Company) to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of Seller, any of its Affiliates or any other internal director, manager, officer or external legal counsel currently representing the Company employee of Seller or any of its Subsidiaries Affiliates (eachany such person, a “Prior Company CounselDesignated Person”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to matter involving this Agreement or any other Transaction Document or any transaction contemplated hereby or thereby (including any Action, litigation, arbitration, mediation or other proceeding and including any matter regarding the transactions contemplated negotiation, execution, performance or enforceability hereof or thereof) by this AgreementXxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (the “Current Representation”). (b) Effective as of the Closing, Buyer hereby agrees not to control or assert, and Xxxxx agrees to cause the Company not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any Designated Person or the Company (or any director, manager, officer or employee of the Company (but only to the extent such communication occurred prior to the Closing)) to the extent relating to the Current Representation (“Covered Communication”), it being the intention of the Parties that all rights of any person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to Seller or retained by such Designated Person (as applicable), and vested solely in, Seller or such Designated Person (as applicable). No access following the Closing by Buyer or any of its Affiliates (including the Company) to any Covered Communication shall waive or otherwise alter the rights of Seller or any Designated Person with respect to any litigationCovered Communication. Neither Buyer nor the Company shall, claim or obligation arising out of or related to this Agreement and each shall cause its Affiliates not to, use any Covered Communication or the transactions contemplated by this Agreement, notwithstanding contents of any representation by the Prior Company Counsel prior to the Closing Date of the Company Covered Communication in any dispute with Seller or any of its Subsidiaries. Buyer Affiliates in any matter involving this Agreement or any Transaction Document or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the Company (on behalf negotiation, execution, performance or enforceability hereof or thereof), except to the extent a court of itself and its Subsidiaries) hereby irrevocably (i) waive competent jurisdiction has issued an order in any claim they have or may have such dispute requiring that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree thatCovered Communications be provided to Buyer, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related access to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related Covered Communication has otherwise been granted to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access Affiliates pursuant to applicable civil process or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Daterules.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP the Buyer hereby waives and agrees not to assert, and the Buyer agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of the Company Equityholder Representative, any Company Equityholder, any of their respective Affiliates or any other internal officer, employee or external legal counsel currently representing director of the Company Equityholder Representative, any Company Equityholder, the Company or any of its Subsidiaries (eachany such Person, a “Prior Company CounselDesignated Person”) may serve in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as counsel to of the HoldersClosing, the Holders’ Representative Buyer hereby agrees not to control or assert, and their respective Affiliates the Buyer agrees to cause the Surviving Corporation and each of its Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any matters arising under or related to this Agreement or the transactions contemplated by this AgreementPost-Closing Representation, including in connection with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after with the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s)Buyer, the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or Surviving Corporation or any of their respective Affiliates in such dispute even though (including, after the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarityClosing, the Company and each of its Subsidiaries) (), it being the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none intention of the Companyparties hereto that, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or notwithstanding anything to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials contrary in Section 1.3 or Section 259 of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect theretoDGCL, including any related summaries, drafts or analyses, and all rights of any Person under or with respect to any of the foregoingsuch attorney-client privilege, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company work product protection or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable other similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any of its Subsidiaries shall be a holder thereofvested solely in, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer Parent and Merger Sub waive and shall not assert, and each agrees to cause the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with and representatives to waive and to not assert, any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation conflict of interest arising out of or related relating to the representation, after the Closing (the “Post-Closing Representation”), of the Representative, any Company Stockholder, or any of their Affiliates (excluding, after Closing, the Company), or any officer, employee, manager or director of the Company (any such Person, a “Designated Person”) in any matter involving Parent, Merger Sub or their Affiliates (after Closing, including the Company), or this Agreement or any other Related Agreement or the transactions contemplated Transactions (including any litigation, arbitration, mediation or other proceeding), by the Firm (the “Current Counsel”), which firm is representing the Company in connection with this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer Related Agreements and the Company Transactions (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Parent and Merger Sub waive and shall not assert, the Holders’ Representative, and after Closing each agrees to cause the Company of to waive and to not assert, any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely privilege or confidentiality obligation with respect to any communication between the Current Counsel and any Designated Person occurring with respect to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) Current Representation (the “Holder PrePrivileged Communication”) in connection with any Post-Closing Transaction Related Communications”Representation, including in connection with a dispute with Parent, Merger Sub or their Affiliates (after Closing, including the Company), it being the intention of the Parties hereto that all such rights to such attorney-client privilege and confidential information and to control such attorney-client privilege and such confidential information shall be retained by such Designated Person (and not the Parent or the Company) and shall not pass to or be claimed by the Parent or the Company. Accordingly, none of after Closing, Parent and its Affiliates (including the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives ) shall not have access to any such Holder Pre-Closing Transaction Related Communications communications or to the files of Prior Company the Current Counsel relating to such engagement the Current Representation from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (ai) the Holders and the Holders’ Representative in such capacities Designated Persons shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged MaterialsCurrent Representation, and neither the Company nor any of its Subsidiaries shall not be a holder thereof, (bii) to the extent that files of Prior Company the Current Counsel in respect of Holder Privileged Materials the Current Representation constitute property of the client, only the Holders and the Holders’ Representative Designated Persons shall hold such property rights and (ciii) Prior Company the Current Counsel shall shall, subject to Section 9.16(c), have no duty whatsoever to reveal or disclose any Holder Privileged Materials such attorney-client communications or files to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company the Current Counsel and the Company or otherwise. (c) Notwithstanding the foregoing, in the event a dispute arises between the Parent and the Company, on the one hand, and a third party (other than a Designated Person or any of their respective Affiliates), on the other hand, after the Closing to which a Designated Person or any of their respective Affiliates are not a party, Parent or the Company, as the case may be, may assert the attorney-client or work product privilege to prevent disclosure of confidential communications by the Current Counsel to such third party and (ii) waive such attorney-client or work product privilege; provided that no such waiver shall be given without the Representative’s consent. In the event that the Parent or any of its Subsidiaries Affiliates (including the Company after Closing) is legally required by Order or otherwiseotherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Parent’s counsel, then Parent shall immediately notify the Representative in writing so that the Representative can seek a protective order. Each of Buyer Parent, Merger Sub, the Company and the Company hereby acknowledges Representative have caused this Agreement to be executed by their respective officers thereunto duly authorized, and confirms that it the Representative has had the opportunity to review and obtain adequate information regarding the significance and risks executed this Agreement, in each case as of the waivers date first written above. CELULARITY INC. By: /s/ Xx. Xxxxxx Xxxxxx Name: Xx. Xxxxxx Xxxxxx Title: President, CEO and other terms Cha CC SUBSIDIARY, INC. By: /s/ Xx. Xxxxxx Xxxxxx Name: Xx. Xxxxxx Xxxxxx Title: President, Secretary and conditions of Treasurer CARICORD INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Executive Officer /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, as the Representative This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated September 30, 2018 (this Section 11.12“Amendment”), including is by and among Celularity Inc., a Delaware corporation, (“Parent”), CariCord Inc., a Delaware corporation, (the opportunity to discuss with counsel such matters “Company”), CC Subsidiary, Inc., a Delaware corporation (“Merger Sub”), and reasonable alternatives to such terms. This Section 11.12 is for Xxxxxxx X. Xxxxxxx, as the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Date.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer the Closing and subject to the Company (on behalf of itself and its Subsidiaries) covenants limitation set forth in this Section 8.12(a), Parent hereby waives and agrees thatnot to assert, following and Parent agrees to cause the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any Surviving Corporation and each of its Subsidiaries (eachsubsidiaries to waive and not to assert, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation conflict of interest arising out of or related relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or (any “Post-Closing Representation”) of the Company or Securityholder Representative, any of its SubsidiariesEscrow Participant, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliatesaffiliates or any officer, on employee or director of the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Securityholder Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its AffiliatesEscrow Participant, the Company or any of its Subsidiariessubsidiaries (any such Person, and their respective representatives shall access or a “Designated Person”) in any waymatter involving this Agreement or any agreement, directly certificate, instrument or indirectlyother document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, use arbitration, mediation or rely upon other proceeding and including any Holder Privileged Materialsmatter regarding the negotiation, execution, 105132706 v11 performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of Nothwithstanding the foregoing, from in the event Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor Xxxx LLP or any other legal counsel currently representing any Designated Person is representing Parent or any of its Subsidiaries shall be a holder thereof, Affiliates (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to other than the Company or any of its Subsidiaries by reason subsidiaries) at the time such Post-Closing Representation arises, the foregoing waiver with respect to Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP or such other legal counsel, as applicable, shall be subject to the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). (b) Effective as of the Closing, Parent hereby agrees not to control or assert, and Parent agrees to cause the Surviving Corporation and each of its subsidiaries not to control or assert, any attorney-client relationship privilege, work product protection or other similar privilege or protection applicable to any communication between Prior Company Counsel any legal counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information Designated Person solely regarding the significance negotiation, execution, and risks delivery of this Agreement (the “Specified Privileged Information”) in any dispute between the parties pursuant to this Agreement (but may control and assert such privileges and protections in any third party claim), it being the intention of the waivers parties hereto that, notwithstanding anything to the contrary in Section 1.3 or Section 259 of the DGCL, solely in the case of in any dispute between the parties pursuant to this Agreement the right to waive, assert and other terms otherwise control such Specified Privileged Information shall be (and conditions of this Section 11.12are hereby) transferred to or retained by (as applicable), including the opportunity to discuss with counsel and vested solely in, such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP or Parent hereby waives and agrees not to assert, and Parent agrees to cause the Surviving Corporation to waive and not to assert, any other internal or external legal counsel currently representing the Company or any conflict of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation interest arising out of or related relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or (any “Post-Closing Representation”) of the Company or Sellers’ Representative, any of its SubsidiariesSeller, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though or any officer, employee or director of the interests of such Person(s) may be directly adverse to Buyer Sellers’ Representative, any Seller, or the Acquired Companies Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and even though Prior Company Counsel may have represented including any matter regarding the Acquired Companies negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any other legal counsel currently representing any Designated Person in a matter substantially related connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to such disputethis Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) All communications Effective as of the Closing, Parent hereby agrees not to control or assert, and Parent agrees to cause the Surviving Corporation not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any Holder(s)legal counsel and any Designated Person during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Parent, the Holders’ Representative, the Company of Surviving Corporation or any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excludingincluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all booksthe Company), records and other materials it being the intention of the Company and any of its Subsidiaries parties hereto that, notwithstanding anything to the contrary in any medium (including electronic copies) containing Section 1.4 hereof or reflecting any Section 259 of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect theretoDGCL, including any related summaries, drafts or analyses, and all rights of any Person under or with respect to any of the foregoingsuch attorney-client privilege, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company work product protection or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable other similar privilege or protection, including the right to waive, assert and will deliver all otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect or protection, shall be (and are hereby) transferred to the Holder Privileged Materialsor retained by (as applicable), and neither the Company nor any of its Subsidiaries shall be a holder thereofvested solely in, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and Merger Sub waive and will not assert, and each agrees to cause the Company Surviving Corporation and each of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Effective Time (on behalf the “Post-Closing Representation”), of itself and its Subsidiaries) covenants and agrees thatthe Stockholder’s Representative, following the Closingany Stockholder or other officer, Xxxxx Xxxx & Xxxxxxxx LLP employee or any other internal or external legal counsel currently representing director of the Company or any of its Subsidiaries (eachany such Person, a “Prior Company CounselDesignated Person”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by matter involving this Agreement, the Merger or any other agreements or transactions contemplated hereby (including with respect to any litigation, claim arbitration, mediation or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(sother proceeding), by Cxxxxxxxx & Bxxxxxx LLP (the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute“Current Representation”). (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one handBuyer and Merger Sub will not assert, and Prior Company Counsel, on each agrees to cause the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative Surviving Corporation and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any each of its Subsidiaries or to not assert, any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Holder Privileged MaterialsCurrent Representation in connection with any Post-Closing Representation in connection with a dispute with Buyer, and neither following the Company nor any of its Subsidiaries shall be a holder thereofClosing, (b) to with the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company Surviving Corporation or any of its Subsidiaries Subsidiaries, it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by reason such Designated Person; provided that the forgoing agreement of non-assertion and acknowledgment of retention shall not extend to any communication not involving this Agreement, the Merger or any other agreements or transactions contemplated hereby, or to communications with any Person other than the Designated Person and their advisers; provided, further that nothing in this Section 11.12 shall be construed as a waiver of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateprivilege.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its SubsidiariesAffiliates (which, for this purpose, shall be deemed after the Closing to include the Company) covenants hereby (i) acknowledges that the Sellers and agrees that, following the Closing, Xxxxx Xxxx & Company and their Affiliates retained Xxxxxx Xxxxxx Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve to act as their counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with the Transactions; (ii) agrees that, in the event that any matters arising under matter or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company dispute arises between Buyer or any of its Subsidiaries. Buyer Affiliates (including, after the Closing, the Company) and the Sellers or any of their respective Affiliates, Prior Company Counsel shall be allowed to represent the Sellers or such Affiliates in such matters or disputes, notwithstanding any current or prior representation of the Company and the Sellers by Prior Company Counsel; (on behalf of itself and its Subsidiariesiii) hereby irrevocably (i) waive waives any claim they have that Buyer, the Company, or any of their Affiliates has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation representation; and (iiiv) covenant and agree agrees that, in the event that if a dispute arises after the Closing between Buyer or Buyer, the Company or any of its Subsidiariestheir respective Affiliates, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, Seller on the other hand, then Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates such Seller in such dispute dispute, even though the interests of such Person(s) Seller may be directly adverse to Buyer or the Acquired Companies Company and even though Prior Company Counsel may have represented the Acquired Companies Company in a matter matters substantially related to such disputedispute or may be handling ongoing matters for the Company. (b) All communications between any Holder(s), Seller or the Holders’ Representative, the Company of any of their respective AffiliatesCompany, on the one hand, and Prior Company Counsel, on the other hand, related occurring prior to the transactions contemplated by Closing and relating solely to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions that are subject to the attorney-client privilege (“Privileged Communications”) shall be deemed to be attorney-client confidences privileged. After the Closing, each Seller shall retain, own, and control (in his sole and absolute discretion) all Privileged Communications, and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belongs to such Seller and may be controlled by such Seller and shall not pass to or be claimed or disputed by Buyer or the Company or any of their Affiliates; provided, however, that belong solely nothing herein is intended or shall be construed to constitute an agreement by the Sellers or the Company to waive any privilege of the Company with respect to any information or communication that does not relate to any dispute under or relating to the HoldersTransactions (it being understood that any privilege of the Company that attaches with respect to such other matters will be controlled solely by the Company after the Closing). (c) If a dispute arises after the Closing between or the Company on the one hand, and any third party other than a Seller on the Holders’ Representative and their respective Affiliates (excludingother hand, for then the sake Company may assert the attorney-client privilege to prevent disclosure to such third party of clarityconfidential communications involving Prior Company Counsel; provided, however, that to the extent such privilege relates in any way to the Transactions, the Company and its Subsidiaries) (may not waive such privilege without the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none prior written consent of the CompanySellers, any of its Subsidiaries which consent shall not be unreasonably withheld, delayed or any of its or their directors, officers, advisors or other representatives conditioned. (d) Buyer and the Company shall not have access to any such Holder Pre-Closing Transaction Related Privileged Communications or to the files of Prior Company Counsel relating to such its engagement in connection with the Transactions from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (ai) the Holders Sellers (and not Buyer or the Holders’ Representative in such capacities Company) shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materialssuch engagement, and neither none of Buyer or the Company nor any of its Subsidiaries shall be a holder thereof, ; (bii) to the extent that files any Privileged Communications of Prior Company Counsel in respect of Holder Privileged Materials such engagement constitute property of the client, only the Holders Sellers (and not Buyer or the Holders’ Representative Company) shall hold such property rights rights; and (ciii) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials such attorney-client communications to Buyer or the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any otherwise. (e) Buyer acknowledges on behalf of itself and its Subsidiaries or otherwise. Each of Buyer and Affiliates (which, for this purpose, shall be deemed after the Company hereby acknowledges and confirms Closing to include the Company) that it has had the opportunity to review discuss and obtain adequate information regarding concerning the significance and material risks of of, and reasonable available alternatives to, the waivers waivers, permissions, and other terms and conditions provisions of this Section 11.129.13, including the opportunity to discuss consult with independent counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12its choice. The covenants covenants, consent and obligations set forth waiver contained in this Section 11.12 9.13 shall survive for 10 years following the Closing Datenot be deemed exclusive of any other rights to which Prior Company Counsel is entitled whether pursuant to Law, Contract or otherwise.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants and agrees that, following Affiliates (including the Acquired Companies after the Closing) (Buyer and all such Affiliates, Xxxxx Xxxx the “Buyer Group”) hereby waives any claim that Xxxxxxxx, Wall & Xxxxxxxx LLP or Xxxxxx, P.C. and any other internal or external legal counsel currently representing the Company Seller Group or any of its Subsidiaries the Acquired Companies (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim the negotiation thereof or obligation arising out of or related to this Agreement its subject matter or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Contemplated Transactions (“Pre-Closing Date of the Company Representation”) has or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they will have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in representing the event that a dispute arises after the Closing between Buyer Seller Group or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliatesofficers, on directors, members, managers, owners, trustees, or Affiliates (“Designated Persons”) in any dispute with any member of the Buyer Group or any other hand, Prior Company Counsel may represent any Holdermatter relating to this Agreement, the Holders’ Representative and/or any of their respective Affiliates negotiation thereof or its subject matter or the Contemplated Transactions, in such dispute each case, after the Closing (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such Person(s) dispute or other matter may be directly adverse to the interests of one or more members of the Buyer or the Acquired Companies Group and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such disputedispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) All Buyer, on behalf of the Buyer Group, hereby covenants and agrees, that, as to all communications between any Holder(sPrior Company Counsel, on the one hand, and any Designated Person or the Acquired Companies (with respect to the Acquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation (the “Pre-Closing Communications”), the Holders’ Representativeattorney-client privilege and the expectation of client confidence belong to and will be controlled by Sellers or applicable Designated Person, and will not pass to or be claimed by any member of the Company Buyer Group. Without limitation of the foregoing, no member of the Buyer Group may use or rely on any Pre-Closing Communications, in any claim, dispute, action, suit or proceeding against or involving any of their respective the Designated Persons. Xxxxx, on behalf of the Buyer Group, hereby irrevocably waives and agrees not to assert any attorney-client privilege or confidentiality obligation with respect to any Pre-Closing Communications between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if after the Closing a dispute arises between Buyer or one or more of its Affiliates, on the one hand, and Prior Company Counsela third party other than (and unaffiliated with) any Designated Person, on the other hand, related then Buyer or such Affiliate (to the transactions contemplated by this Agreement shall be deemed to be extent applicable) may assert the attorney-client confidences that belong solely privilege to the Holders, the Holders’ Representative and their respective Affiliates prevent disclosure to such third party of confidential communications by Prior Company Counsel (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder including any Pre-Closing Transaction Related Communications”). Accordingly; provided, none of the Company, that neither Buyer nor any of its Subsidiaries or any Affiliates may waive such privilege without the prior written consent of the Representative. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its or their directorschoosing, officersand has consulted with such counsel, advisors or other representatives shall have access in connection with its decision to any such Holder Pre-Closing Transaction Related Communications or agree to the files terms of this Section 12.18. (c) After the Closing, the Acquired Companies will cease to have any attorney-client relationship with the Prior Company Counsel, unless and to the extent that such Prior Company Counsel relating is expressly engaged in writing by an Acquired Company to represent it. Any such engagement from and representation of an Acquired Company by Prior Company Counsel after the Closing, and all books, records and other materials of Closing will not affect the Company and any of its Subsidiaries in any medium foregoing provisions hereof. (including electronic copiesd) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company Seller Group nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no any duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company Buyer, the Acquired Companies or any of its Subsidiaries their respective Affiliates (and the Buyer, the Acquired Companies, and their respective Affiliates will not have any right to access or review) the Pre-Closing Communications by reason of any attorney-client relationship between Prior Company Counsel and the Company Acquired Companies; provided, that in the event that Buyer or any of its Subsidiaries Affiliates (including, after the Closing, the any Acquired Company) is legally required to produce any such information, Buyer shall, to the extent legally permitted, promptly notify the Representative so that the Representative (on behalf of the Sellers) can seek a protective order or otherwisetake other appropriate action (at the Representative’s sole expense) and Buyer shall, and shall cause the Buyer Group to, use all commercially reasonable efforts to assist therewith, and may disclose such information to the extent so required. Each To the extent that files of Buyer the Sellers or Prior Company Counsel in respect of its representation of the Seller Group or of the Acquired Companies in connection with the Pre-Closing Representation relating to the Pre-Closing Communications constitute property of the Acquired Companies, all property rights thereto are hereby assigned and transferred to Sellers effective as of the Closing. The Sellers and the Company hereby acknowledges NewCos acknowledge and confirms that it has had agree that, except as otherwise set forth above relating to the opportunity Pre-Closing Communications, all other confidential and privileged information relating to review the Business and obtain adequate information regarding the significance and risks any of the waivers and other terms and conditions of this Section 11.12Acquired Companies belong to the Acquired Companies and, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateClosing, Buyer shall have full rights with respect thereto.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP the Buyer and each Company hereby waives and agrees not to assert, and the Buyer agrees to cause each Company to waive and not to assert, any conflict of interest arising out of or relating to any other internal or external legal counsel currently representing representation after the Company or Closing (any “Post-Closing Representation”) of the Seller, any of its Subsidiaries post-Closing Affiliates, or any director, manager, officer or employee of the Seller, any of its post-Closing Affiliates or Mechner (eachany such Person, a “Prior Company CounselDesignated Person”) may serve as counsel to the Holdersin any matter involving this Agreement or any agreement, the Holders’ Representative and their respective Affiliates in connection with any matters arising under certificate, instrument or related other document executed or delivered pursuant to this Agreement or the transactions any transaction contemplated by this Agreement, hereby or thereby (including with respect to any litigation, claim arbitration, mediation or obligation arising out of other proceeding and including any matter regarding the negotiation, execution, performance or related to this Agreement enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Effective as of the Closing, the Holders’ Representative, the Company of any of their respective Affiliates, on the one handBuyer hereby agrees not to control or assert, and Prior the Buyer agrees to cause each Company Counselnot to control or assert, on any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any Designated Person or a Company prior to the other hand, related Closing relating to the transactions contemplated by this Agreement shall be deemed (including the negotiation or execution hereof) (a “Covered Communication”) in connection with any Post-Closing Representation, including in connection with a dispute with the Buyer, a Company or any of their respective Affiliates, it being the intention of the Parties that all rights of any Person under or with respect to be such attorney-client confidences that belong privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely to in, such Designated Person or the Holders, Seller (in the Holders’ Representative and their respective Affiliates (excluding, for the sake case of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”rights of any Person other than a Designated Person). Accordingly, none of No access following the Company, any of its Subsidiaries Closing by the Buyer or any of its or their directors, officers, advisors or other representatives shall have access Company to any such Holder Pre-Closing Transaction Related Communications Covered Communication shall waive or to otherwise alter the files rights of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights Designated Person with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, Covered Communication and neither the Buyer nor a Company nor shall, and each shall cause its Affiliates not to, use any Covered Communication or the contents of its Subsidiaries shall be a holder thereof, (b) any Covered Communication in any dispute with any Designated Person in any matter relating to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company this Agreement or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any of its Subsidiaries transaction contemplated hereby or otherwise. Each of Buyer thereby (including any litigation, arbitration, mediation or other proceeding and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information including any matter regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12negotiation, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holdersexecution, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateperformance or enforceability hereof or thereof).

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer waives and the Company (on behalf of itself and its Subsidiaries) covenants will not assert, and agrees thatto cause its Affiliates, including, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP the Acquired Entities and their Subsidiaries, to waive and not assert, any conflict of interest arising out of the legal representation, after the Closing (the “Post-Closing Representation”), of any Seller or any of its Affiliates, or any shareholder, officer, employee or director of any Seller or any of its Affiliates (any such Person, a “Designated Person”) in any dispute with Buyer or its Affiliates involving this Agreement, the Ancillary Agreements or any other internal agreements or external transactions contemplated hereby or thereby, by any legal counsel currently representing such Designated Person in connection with this Agreement, the Company Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation with respect to the foregoing scope of matters, the “Current Representation”). (b) Buyer waives and will not assert, and agrees to cause its Subsidiaries Affiliates, including, following the Closing, the Acquired Entities and their Subsidiaries, to waive and not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation (each, a the “Prior Company CounselPrivileged Communications”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates or in connection with any matters arising under or related to this Agreement or the transactions contemplated by this AgreementPost-Closing Representation, including in connection with respect to a dispute with Buyer or its Affiliates (including, following the Closing, any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company Acquired Entity or any of its Subsidiaries. ), including in respect of any claim for indemnification by a Buyer Indemnified Party, it being the intention of the parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellers or their respective Affiliate and that Sellers shall have the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) sole right to decide whether or not to waive any claim they such attorney-client privilege. Accordingly, from and after Closing, none of Buyer or its Affiliates, including the Acquired Entities and their Subsidiaries, shall have any access to any such communications or may have that a Prior Company Counsel has a conflict to the files of interest the Current Representation, all of which shall be and remain the property of Sellers or is otherwise prohibited from engaging in their Affiliate or to internal counsel relating to such representation and (ii) covenant and agree thatengagement. Notwithstanding the foregoing, in the event that (x) a dispute arises after the Closing between Buyer or its Affiliates, including, following the Company or any of its Closing, the Acquired Entities and their Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of a third party other than Sellers or their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective its Affiliates, on the one handincluding, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after following the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium or (including electronic copiesy) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder such attorney-client privilege or Privileged Materials are not delivered Communication is required to the Holders’ Representative (on behalf of itself and the Holders)be waived or otherwise required to be similarly released by any Governmental Entity, the Company agrees (on behalf of its self Acquired Entities and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities their Subsidiaries shall be the sole holders of control the attorney-client privilege with respect to the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateCommunications.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of the Closing Date, Buyer hereby waives and agrees not to assert, and Xxxxx agrees to cause the Company to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (on behalf any “Post-Closing Representation”) of itself Seller or any Affiliates of Seller (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and its Subsidiariesincluding any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) covenants by Xxxxxxxx Xxx Xxxxx & Xxxxxxxx PLC, and agrees thatany other legal counsel representing any Designated Person, following in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the Closingnegotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as of the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP hereby agrees not to control or assert, and Xxxxx agrees to cause the Company not to control or assert, any attorney-client privilege, work product protection or other internal similar privilege or external protection applicable to any communication between any legal counsel currently representing and any Designated Person, solely to the Company extent relating to the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between Seller on the one hand and Buyer or any of its Subsidiaries Affiliates (eachincluding, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s)Date, the Holders’ Representative and/or any of their respective Affiliates, Company) on the other hand, Prior Company Counsel may represent it being the intention of the parties hereto that all rights of any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer Person under or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related with respect to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holdersprivilege, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors work product protection or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable similar privilege or protection, and will deliver all including the right to waive, assert or otherwise control such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege, work product protection or other similar privilege with respect to the Holder Privileged Materialsor protection, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials relating to the Company Current Representation in connection with any Post-Closing Representation, shall be (and are hereby) transferred to or any of its Subsidiaries retained by reason of any attorney-client relationship between Prior Company Counsel (as applicable), and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12vested solely in, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and MergerCo waive and will not assert, and each agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Effective Time (the “Post-Closing Representation”), of the Stockholders’ Representative, any Holder or other officer, employee or director of the Company or any Company Subsidiary (on behalf of itself and its Subsidiariesany such Person, a “Designated Person”) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP in any matter involving any Transaction Agreements or any other internal agreements or external transactions contemplated thereby (including any litigation, arbitration, mediation or other proceeding), by any legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates Subsidiary in connection with the Transaction Agreements or any matters arising under other agreements or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or hereby and thereby (the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one handBuyer and MergerCo waive and will not assert, and Prior Company Counsel, on each agrees to cause the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative Surviving Corporation and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any each of its Subsidiaries or to waive and to not assert, any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Holder Privileged MaterialsCurrent Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and neither following the Company nor any of its Subsidiaries shall be a holder thereofClosing, (b) to with the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company Surviving Corporation or any of its Subsidiaries by reason Subsidiaries, it being the intention of any the parties hereto that all such rights to such attorney-client relationship between Prior Company Counsel privilege and to control such attorney-client privilege shall be retained by such Designated Person; provided that the Company foregoing waiver and acknowledgement of retention shall not extend to any communication not involving the Transaction Agreements or any of its Subsidiaries other agreements or otherwise. Each of Buyer transactions contemplated hereby and thereby, or to communications with any Person other than the Company hereby acknowledges Designated Persons and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateadvisers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and Merger Sub hereby waive and agree not to assert, and each agrees to cause the Company Surviving Corporation and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Effective Time (on behalf the “Post-Closing Representation”), of itself and its Subsidiariesthe Stockholders’ Representative, any Holder or any other director, officer or employee of the Surviving Corporation or any Subsidiary of the Surviving Corporation (any such Person, a “Designated Person”) covenants and agrees thatin any matter involving this Agreement or any other agreements or transactions contemplated hereby, following the Closing, by Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing and Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (the Company or any of its Subsidiaries (each, a “Prior Company CounselCurrent Representation”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one handBuyer and Merger Sub hereby agree to not assert, and Prior Company Counsel, on each agrees to cause the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative Surviving Corporation and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none each of the CompanySurviving Corporation’s Subsidiaries to not assert, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, any communication between any legal counsel referenced in Section 11.12(a) and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) Designated Person to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials related to the Company Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after the Effective Time, with the Surviving Corporation or any of its Subsidiaries by reason the Surviving Corporation’s Subsidiaries, it being the intention of any the parties hereto that all such rights to such attorney-client relationship between Prior Company Counsel privilege and to control such attorney-client privilege to the Company extent related to the Current Representation shall be retained by such Designated Person; provided that the foregoing acknowledgement of retention shall not extend to any communication not related to this Agreement or any of its Subsidiaries other agreements or otherwise. Each of Buyer transactions contemplated hereby, or to communications with any Person other than the Designated Persons and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateadvisers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP the Buyer hereby waives and agrees not to assert, and the Buyer agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any other internal or external legal counsel currently representing representation after the Closing (any “Post-Closing Representation”) of the Company Equityholder Representative, any Company Equityholder or any of its Subsidiaries their respective Affiliates or Representatives as it relates to this Agreement and the transactions contemplated hereby (eachany such Person, a “Prior Company CounselDesignated Person”) may serve in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by WilmerHale currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”); provided, however, the foregoing waiver of any Post-Closing Representation with respect to WilmerHale shall not include any matter that proceeds to a third party decision-maker, including any litigation, arbitration, mediation or other proceeding. (b) Effective as counsel of the Closing, the Buyer hereby agrees not to control or assert, and agrees to cause the Surviving Corporation and each of its Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication at or prior to the Holders, Closing between WilmerHale and any Designated Person during the Holders’ Representative and their respective Affiliates Current Representation in connection with any matters arising under Post-Closing Representation, including in connection with a dispute with the Buyer, the Surviving Corporation or related any of their respective Affiliates (including, after the Closing, the Surviving Corporation ), it being the intention of the parties hereto that, notwithstanding anything to the contrary in this Agreement or Section 251 of the transactions contemplated by this AgreementDGCL, including all rights of any Person under or with respect to any litigationsuch attorney-client privilege, claim work product protection or obligation arising out of other similar privilege or related protection, including the right to this Agreement waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person. Notwithstanding the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree thatforegoing, in the event that a dispute arises after between the Closing between Buyer or Buyer, the Company Surviving Corporation or any of its Subsidiaries, on the one hand, their Subsidiaries and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and third party after the Closing, the Buyer, and all books, records and other materials of the Company and any of its Subsidiaries in any medium Affiliates (including electronic copiesthe Surviving Corporation ) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to may assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materials, prevent disclosure of confidential communications by WilmerHale to such third party and neither the Company nor WilmerHale and any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold Designated Person may not waive any such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and privilege in any such third party proceeding without the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks prior written consent of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing DateBuyer.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each Effective as of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxx Xxxx & Xxxxxxxx LLP Acquiror hereby waives and agrees not to assert, and Acquiror agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of the Company Holders’ Agent, any Company Holder, any of their respective Affiliates or any officer, employee or director of the Company Holders’ Agent, any Company Holder, the Company or any Company Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other internal document executed or external delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Wilxxx Xxxxxx Xxcxxxxxx Xxxx xxd Dorx XXP and any other legal counsel currently representing any Designated Person in connection with this Agreement or Transaction Document (the Company “Current Representation”). (b) Effective as of the Closing, Acquiror hereby agrees not to control or any assert, and Acquiror agrees to cause the Surviving Corporation and each of its Subsidiaries (eachnot to control or assert, a “Prior Company Counsel”) may serve as any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel to and any Designated Person during the Holders, the Holders’ Representative and their respective Affiliates Current Representation in connection with any matters arising Post-Closing Representation, including in connection with a dispute with Acquiror, the Surviving Corporation or any of their respective Affiliates (including, after the Closing, the Company and the Company Subsidiary) (the “Protected Communications”), it being the intention of the parties hereto that, notwithstanding anything to the contrary in Section 1.2 or Section 259 of the DGCL, all rights of any Person under or related with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person; provided, however, the foregoing shall not prohibit Acquiror or the Surviving Company from seeking proper discovery of such Protected Communications in connection with any dispute or Proceeding relating to or in connection with this Agreement or any of the transactions contemplated hereby. The attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of the Company (but not, for the avoidance of doubt, to the extent relating to any Protected Communications or the negotiation, documentation and consummation of the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation ) and arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, are for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none sole benefit of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoingAcquiror shall, from and after the ClosingEffective Time, (a) the Holders hold and the Holders’ Representative in control all such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materialsprivilege, attorney work product protection and neither the Company nor any expectation of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries by reason of any attorney-client relationship between Prior Company Counsel and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Dateconfidence.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer Purchaser waives and the Company (on behalf of itself and its Subsidiaries) covenants will not assert, and agrees thatto cause its Affiliates, following including the ClosingPurchased Companies, Xxxxx Xxxx & Xxxxxxxx LLP to waive and not to assert, any conflict of interest relating to or arising out of the representation, after the Closing (the “Post-Closing Representation”), of Seller, any of its Affiliates or any shareholder, officer, member, manager, employee or director of any Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, any other Transaction Document or any other internal agreements or external transactions contemplated hereby or thereby, by any legal counsel currently representing the Company any Seller or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to the other Transaction Documents or any litigation, claim other agreements or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreementhereby or thereby, notwithstanding any representation by including Wachtell, Lipton, Xxxxx & Xxxx (the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Closing between Buyer or the Company or any of its Subsidiaries, on the one hand, and any Holder(s“Current Representation”), the Holders’ Representative and/or any of their respective Affiliates, on the other hand, Prior Company Counsel may represent any Holder, the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s)Purchaser waives and will not assert, the Holders’ Representative, the Company of any of their respective and agrees to cause its Affiliates, on including the one handPurchased Companies, to waive and Prior Company Counselnot to assert, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be any attorney-client confidences that belong solely or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Designated Person occurring during the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder PreCurrent Representation in connection with any Post-Closing Transaction Related Communications”). AccordinglyRepresentation, none of the Company, any of its Subsidiaries including in connection with a dispute with Purchaser or any of its Affiliates, and following the Closing, with any Purchased Company, it being the intention of the Parties that all such rights to such attorney-client and other applicable legal privilege or their directorsprotection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Seller and that Seller, officersand not Purchaser, advisors Purchaser’s Affiliates or the Purchased Companies, shall have the sole right to decide whether or not to waive any attorney-client or other representatives applicable legal privilege or protection. Accordingly, from and after Closing, neither Purchaser nor any of its Affiliates (including the Purchased Companies) shall have any access to any such Holder Pre-Closing Transaction Related Communications communications or to the files of Prior Company Counsel relating to such engagement from and after the ClosingCurrent Representation, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials which shall be excluded from and remain the transfer contemplated by this Agreement property of Seller and shall be distributed to the Holders’ Representative (on behalf not of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company Purchaser or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after (including the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the HoldersPurchased Companies), the Company agrees (on behalf of its self and its Subsidiaries) not or to assert a waiver of any applicable privilege or protection, and will deliver all internal counsel relating to such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materialsengagement, and neither the Company Purchaser nor any of its Subsidiaries shall be a holder thereof, Affiliates (bincluding the Purchased Companies) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company or any of its Subsidiaries Person acting or purporting to act on their behalf shall seek to obtain the same by reason of any attorney-client relationship between Prior Company Counsel process on the grounds that the privilege and the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives protection attaching to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants communications and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing Datefiles belongs to Seller.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Each of Buyer and the Company (Buyer, on behalf of itself and its Subsidiaries) covenants and agrees that, following Affiliates (including the Acquired Companies after the Closing) (Buyer and all such other Persons, Xxxxx the “Buyer Group”) hereby waives, any claim that Ropes & Xxxx LLP, Xxxxx, Xxxxxxx & Xxxxxxxx Xxxxxxxxx LLP or and Kazarek Xxxxxx Cloud Xxxxxxx LLP and any other internal or external legal counsel currently representing the any Acquired Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement, including with respect to any litigation, claim the negotiation thereof or obligation arising out of or related to this Agreement its subject matter or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Contemplated Transactions (“Pre-Closing Date of the Company Representation”) has or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waive any claim they will have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging representing any Seller, the Sellers’ Representative or any of their respective officers, directors, members, managers or Affiliates (“Designated Persons”) in any dispute with any member of the Buyer Group or any other matter relating to this Agreement, the negotiation thereof or its subject matter or the Contemplated Transactions, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such representation dispute or other matter may be directly adverse to the interests of one or more members of the Buyer Group and even though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (iib) covenant Buyer, on behalf of the Buyer Group, hereby covenants and agree agrees, that, as to all communications between any Prior Company Counsel, on the one hand, and any Designated Person or any Acquired Company (with respect to the Acquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Sellers’ Representative or applicable Designated Person, and shall not pass to or be claimed by any member of the Buyer Group. Without limitation of the foregoing, no member of the Buyer Group may use or rely on any communications described in the event that immediately preceding sentence in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Buyer, on behalf of the Buyer Group, hereby irrevocably waives and agrees not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if after the Closing a dispute arises after the Closing between Buyer or the Company one or any more of its Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Holder(s), the Holders’ Representative and/or any of their respective AffiliatesDesignated Person, on the other hand, Prior Company Counsel may represent any Holder, then Buyer or such Subsidiary (to the Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(sextent applicable) may be directly adverse to Buyer or the Acquired Companies and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), the Holders’ Representative, the Company of any of their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent that any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to the Holder Privileged Materialsprevent disclosure to such third party of confidential communications by Prior Company Counsel; provided, and that neither the Company Buyer nor any of its Subsidiaries shall be a holder thereofmay waive such privilege without the prior written consent of the Sellers’ Representative. Each of Buyer and MergerSub acknowledges that it has had adequate opportunity to consult with counsel of its choosing, (b) and has consulted with such counsel, in connection with its decision to agree to the extent that files terms of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such property rights and this Section 10.04(b). (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to After the Company or any of Closing, the Surviving Corporation and its Subsidiaries by reason of will cease to have any attorney-client relationship between with the Prior Company Counsel, unless and to the extent that such Prior Company Counsel and is expressly engaged in writing by the Surviving Corporation to represent it. Any such representation of the Surviving Corporation or its Subsidiaries by Prior Company Counsel after the Closing will not affect the foregoing provisions hereof. The Designated Persons hereby waive any objection to any such representation described in the preceding sentence other than with respect to the Pre-Closing Representation or in any dispute with any Designated Person or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity other matter relating to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of HoldersAgreement, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following negotiation thereof or its subject matter or the Closing DateContemplated Transactions.