Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Parent and the Surviving Corporation understand and agree that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materials.

Attorney-Client Privilege. Parent and Each Party agrees that it shall take all steps necessary to ensure that any privilege attaching as a result of Nevers, Palazzo, Packard, Wxxxxxxxxx & Wynner, PC or other counsel from time to time retained by the Surviving Corporation understand and agree that DLQ Parent will be entitled Company prior to retain the services of XxxxxxxxClosing (collectively, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHSPrior Company Counsel”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or connection with the transactions contemplated herebyherein (the “Prior Representation”), notwithstanding PCHS’ prior representation shall survive the Closing and shall remain in effect; provided that from and after the Closing such privilege shall be controlled by Sellers and not the Company or Buyer. In addition, each party waives, and agrees to cause the Company and its Affiliates to waive, any conflicts that may arise in connection with (i) Prior Company Counsel representing Sellers after the Closing solely to the extent as a result of the Company. Notwithstanding Prior Representation and (ii) the consummation of the Mergercommunication by Prior Company Counsel to Sellers, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications)the Prior Representation, of any fact known to Prior Company Counsel, in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with Buyer, the Company or Sellers following the Closing solely to the extent related to the Prior Representation, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. In addition, all communications between Sellers, the Company, Buyer and their respective affiliates, on the one hand, and its counsel, PCHSPrior Company Counsel, on the other hand, exclusively related to the extent transactions contemplated herein shall be deemed to be attorney-client confidences that belong solely to Sellers (and not the privileged communications relates Company) (the “Seller Pre-Closing Communications”). Accordingly, the Company shall not be transferred ownership any such Seller Pre-Closing Communications or 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 in substantial part any medium (including electronic copies) constituting or solely containing or reflecting Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Seller effective as of the Closing. From and after the Closing, Buyer and the Company shall maintain the confidentiality of all such material and information. Each Party acknowledges that it has 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 Prior Company Counsel. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and a Person other than a party to this Agreement, on the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following other hand, after the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect , Buyer may assert any such confidences or protection to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments prevent disclosure to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control third-party of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsconfidential communications.

Attorney-Client Privilege. Parent Each of the Parties agrees that it and the Surviving Corporation understand and agree Companies shall take all steps necessary to ensure that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time to time retained by Seller or the representation Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by PCHS of the Companies after the Closing, “Prior Company Group on any other matter (if anyCounsel”), remain whether or not in connection with this Agreement or the exclusive property of Contemplated Transactions, shall survive the Company Group Closing and shall be promptly delivered to Parent immediately upon request at any time remain in effect; provided, that, from and after the Effective TimeClosing such privilege shall be controlled by Seller and not the Companies or Purchaser. Parent Any communications between Prior Company Counsel and any Company shall be excluded from the Surviving Corporation further acknowledge Contemplated Transactions. In addition, each of Purchaser and agree Seller waives any conflicts that may arise in connection with (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under Prior Company Counsel representing Seller after the control of the Company Group; Closing and (ii) they shall provide the DLQ Parent reasonable access during normal business hours communication by Prior Company Counsel to Seller, in any such emailsrepresentation, information and/or materials located on the servers of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from Companies following the servers of the Company GroupClosing, and (y) download a digital copy all the disclosure of any such emailsfact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, information and/or materialsand reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Attorney-Client Privilege. Parent Each of the parties hereby irrevocably acknowledges and agrees that, solely for purposes of any Legal Proceeding, indemnification claim, dispute or procedure following the Effective Time under this Agreement or any other agreement entered into in connection herewith or therewith in which the Surviving Corporation understand and agree that DLQ Parent will be entitled to retain the services Corporation, any of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreementits subsidiaries, the Additional Agreements Parent or the transactions contemplated hereby, notwithstanding PCHS’ prior representation any of the Company. Notwithstanding the consummation of the MergerParent’s affiliates are adverse to any Company Indemnitee, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing all privileged communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications)counsel, on the one hand, and its counsel, PCHSthe Company or any Company Indemnitee (or any representative or agent of the Company), on the other hand, prior to the extent that Closing, in each case made for the privileged communications relates in substantial part to this Agreement, the Additional Agreements purpose of providing or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS obtaining legal advice in connection with the representation by PCHS negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement or any other agreement entered into in connection herewith or therewith, are privileged communications between such party and counsel and from and after the Company with respect Closing do not pass to this Agreement, the Additional Agreements or Parent notwithstanding the transactions contemplated hereby shall and instead remain the exclusive property of DLQ Parent. All other files generated or maintained with and are controlled by PCHS as a result of the representation by PCHS of the Company Group on any other matter Indemnitees (if anythe “Privileged Communications”), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and Corporation, together with their respective affiliates, successors or assigns, agree that (i) DLQ no person may use or rely on any of the Privileged Communications, whether located in email accounts of the Surviving Corporation or otherwise, in any such Legal Proceeding, indemnification claim, or dispute or procedure following the Closing under this Agreement or any other agreement entered into in connection herewith or therewith in which the Parent is not waivingor the Surviving Corporation or any of their respective affiliates are adverse to any Company Indemnitee. Parent, the Surviving Corporation and their respective affiliates will not be deemed assert that Parent (or the Surviving Corporation or any other affiliate of the Parent) has the right to have waived or diminished, any of its attorney work product protections, waive the attorney-client privileges or similar protections and privileges privilege with respect to email that was sent any Privileged Communication in connection with any such Legal Proceeding, indemnification claim, or dispute or procedure following the Effective Time under this Agreement or any other agreement entered into in connection herewith or therewith in which the Parent or the Surviving Corporation or any of their respective affiliates are adverse to or received from (Company Indemnitee. [THIS SPACE INTENTIONALLY LEFT BLANK] The Parties have caused this Agreement and Plan of Merger to be executed and delivered as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emailsdate set forth above. PARENT: SUPER LEAGUE GAMING, information and/or materials located on the servers INC., a Delaware corporation By: /s/ Axx Xxxx Name: Axx Xxxx Title: CEO & President MERGER SUB: SLG MERGER SUB, INC., a Delaware corporation By: /s/ Axx Xxxx Name: Axx Xxxx Title: CEO & President THE COMPANY: FRAMERATE, INC., a Delaware corporation By: /s/ Mxxxx Xxxxx Name: Mxxxx Xxxxx Title: Chief Executive Officer EXHIBIT A DEFINITIONS For purposes of the Company Group and permit DLQ Parent to Agreement (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materials.including this Exhibit A):

Attorney-Client Privilege. Parent and the Surviving Corporation understand and agree that DLQ Parent will be entitled to retain the services of XxxxxxxxXxxxxx, XxxxXxxxxxx & Xxxxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHSMMM”) has acted as counsel for the Company in the event of any dispute between Parent connection with this Agreement and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated herebyhereby (such engagement, notwithstanding PCHS’ prior representation to the Closing, the “Acquisition Engagement”) and not as counsel for Buyer or any of its Affiliates (including the Company from and after the Closing). Only the Company shall be considered the client of MMM in the Acquisition Engagement. MMM shall be permitted, without the need for any future waiver or consent, to represent the Sellers from and after the Closing in connection with any matter related to the transactions and other matters contemplated by this Agreement or any other agreements referenced herein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company. Notwithstanding the consummation Sellers in any of the Mergerforegoing cases, Parent and including in any dispute, litigation or other adversary proceeding against, with or involving the Surviving Corporation agree Company after the Closing or any of its agents or Affiliates (in such capacity). To the extent that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications)Company, on the one hand, and its counsel, PCHS, MMM on the other hand, relate to the extent that Acquisition Engagement and such communications are protected by the privileged communications relates attorney-client privilege as between MMM on the one hand, and the Company on the other hand and all attorney work product prepared in substantial part to this Agreementconnection with the Acquisition Engagement (such communications, collectively, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent “Attorney-Client Communications”), such Attorney-Client Communications shall be entitled deemed to belong solely to the Sellers and not Buyer, the Company (from and after the Closing) or their Affiliates. Buyer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company upon and after the Closing: (a) the Sellers shall be the sole holder of the attorney-client privilege and MMM shall be the sole holder of the work product privilege with respect to the Acquisition Engagement, and none of Buyer or any of its Affiliates, including the Company (from and after the Closing), shall be a holder thereof; provided that Buyer may assert such attorney/-client privilege in connection with communications following any third-party Action, and (b) MMM shall have no duty whatsoever to reveal or disclose any Attorney-Client Communications to Buyer or its Affiliates, including the Company from and after the Closing. Such privileged portions , by reason of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections relationship between MMM, on the one hand, and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emailsother hand, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsor otherwise.

Attorney-Client Privilege. Parent, on behalf of its itself and its Affiliates (including the Acquired Companies following the Closing) (Parent and the Surviving Corporation understand and agree all such other Persons, “Parent Related Parties”), hereby waives any claim that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx Ropes & Xxxxxxx Xxxx LLP (“PCHSPrior Company Counsel”) as counsel in connection with this Agreement or its subject matter or the event Contemplated Transactions has a conflict of interest or is otherwise prohibited from representing any Holder, the Holders’ Representative or any of their respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute between with any Parent and the Surviving Corporation and DLQ Parent concerning Related Parties or any other matter involving this Agreement, the Additional Agreements Agreement or its subject matter or the transactions contemplated herebyContemplated Transactions, notwithstanding PCHS’ prior representation in each case, after the Closing Date, even though the interests of one or more of the Company. Notwithstanding Seller Related Parties in such dispute or other matter may be directly adverse to the consummation interests of one or more Parent Related Parties and even though Prior Company Counsel may have represented one or more of the MergerAcquired Companies in a matter substantially related to such dispute or other matter. Parent, on behalf of the Parent Related Parties, hereby covenants and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege agrees, that, as to pre-closing all communications between any member of the Prior Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications)Counsel, on the one hand, and its counselany Seller Related Parties or any Acquired Company (with respect to the Acquired Companies, PCHSsolely prior to the Closing), on the other hand, to the extent that the privileged communications relates in substantial part relate to this AgreementAgreement or the Contemplated Transactions, the Additional Agreements or attorney-client privilege and the transactions contemplated hereby. The parties agree that only DLQ Parent expectation of client confidence belong to and shall be entitled controlled by the Holders’ Representative or applicable Holder, and shall not pass to assert such attorney/client privilege or be claimed by any Parent Related Parties. This Section 7.7 shall survive the Closing and shall remain in connection with communications effect following the Closing. Such privileged portions Without limitation of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreementforegoing, the Additional Agreements no Parent Related Parties may use or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group rely on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, communications protected by attorney-client privileges privilege described in the second sentence of this Section 7.7 in any claim, dispute, action, suit or similar protections proceeding against or involving any of the Seller Related Parties. Notwithstanding the foregoing, if after the Closing a dispute arises between Parent or the Acquired Companies, on the one hand, and privileges with respect a third party other than (and unaffiliated with) the Holders, on the other hand, then the Company (to email that was sent to or received from (as the extent applicable) PCHS, including all attachments may assert the attorney-client privilege to prevent disclosure to such sent or received emails solely in their capacity as attachments to third party of confidential communications by Prior Company Counsel; provided, however, that neither Parent nor any Acquired Company may waive such emails, stored in any digital format on any device at any location under privilege without the control prior written consent of the Company Group; and (ii) they Holders’ Representative, which consent shall provide not be unreasonably withheld, delayed or conditioned. This Section 7.7 is for the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers benefit of the Seller Related Parties and Prior Company Group Counsel, and permit DLQ Parent to (x)remove such emailsthe Seller Related Parties and Prior Company Counsel are express third party beneficiaries of this Section 7.7. This Section 7.7 shall be irrevocable, information and/or materials from and no term of this Section 7.7 may be amended, waived or modified, without the servers prior written consent of each of the Holders and Prior Company Group, and (y) download a digital copy all such emails, information and/or materialsCounsel affected thereby.

Attorney-Client Privilege. Parent Each of the parties acknowledges and agrees, on its own behalf and on behalf of its Affiliates, that the Surviving Corporation understand and agree that DLQ Parent will be entitled to retain the services Company is a client of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) and that PCHS has represented the Company and/or one or more Equityholders in connection with this Agreement and the Transactions contemplated hereby. After the Closing, it is possible that PCHS will represent one or more of the Stockholder Representative and/or the Equityholders and/or the Equityholders’ Affiliates (individually and collectively, the “Seller Group”) in connection with a variety of matters, including matters adverse or potentially adverse to the interests of the Company, Surviving LLC, Parent or an Affiliate or direct or indirect equityholder of Parent. Each of the parties hereby agrees that PCHS (or any successor) may serve as counsel to all or a portion of the Seller Group in connection with any matter arising from or relating to this Agreement, any document, agreement or instrument entered into or delivered in connection herewith or the Transactions contemplated hereby and thereby after the date hereof. Each of the parties hereto consents to such representation, and waives any conflict of interest arising therefrom. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel in connection herewith. Notwithstanding the Mergers, Parent and the Merger Subs (including in the event of any dispute between Parent and capacity as the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation LLC) agree that neither the Surviving Corporation nor Parent they shall not have the right to assert the attorney/client privilege as to pre-closing Closing communications between any member of the Company Seller Group or DLQ Parent the Company (for the Company GroupCompany, only with respect to pre-closing Closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith the transactions Transactions contemplated herebyhereby and thereby. The parties agree that only DLQ Parent the Seller Group shall be entitled to assert such attorney/client privilege in connection with such communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements documents, instruments, or the transactions other deliverables contemplated hereby or delivered in connection herewith, and the Transactions contemplated hereby and thereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective TimeSeller Group. Parent and the Surviving Corporation Merger Subs further acknowledge and agree that (i) DLQ Parent the Seller Group is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company or its successors. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Merger Subs, and the Company, on the one hand, and a Person other than a party to this Agreement or the Seller Group; and (ii) they shall provide , on the DLQ Parent reasonable access during normal business hours other hand, after the Closing, the Surviving LLC may assert the attorney-client privilege to prevent disclosure to such emails, information and/or materials located on third-party of confidential communications by PCHS to the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsCompany.

Attorney-Client Privilege. Parent Each of Buyer and the Surviving Corporation understand Company (on behalf of itself and agree that DLQ Parent will be entitled its Affiliates) waives and shall not assert, and agrees after the Closing to retain cause its Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any communication between any Prior Company Counsel, on the services one hand, and any Designated Person or the Company or any of Xxxxxxxxits Subsidiaries (collectively, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (the “PCHSPre-Closing Designated Persons”) as counsel made prior to the Closing, including in connection with the event negotiation, preparation, execution, delivery and performance of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding and the consummation of the Mergertransactions contemplated by this Agreement, Parent or any advice given to any Pre-Closing Designated Person by any Prior Company Counsel during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Company and their respective Affiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by the Holder Representative, and shall not pass to or be claimed or used by Buyer or the Company, except as provided in the last sentence of this Section 12.17(b). Furthermore, each of Buyer and the Surviving Corporation agree Company (on behalf of itself and its Affiliates) acknowledges and agrees that neither the Surviving Corporation nor Parent shall have the right any such advice given to assert the attorney/client privilege as to pre-closing communications between or communication with any member of the Company Group Designated Persons shall not be subject to any joint privilege (whether or DLQ Parent (for not the Company Groupor one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, only with respect to pre-closing communications)in the event that a dispute arises between Buyer or the Company or any of its Subsidiaries, on the one hand, and its counsel, PCHSa third party other than a Designated Person, on the other hand, the Company shall use reasonable best efforts (and shall cause its Affiliates to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled use reasonable best efforts) to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions Pre-Closing Privileges on behalf of the files generated and maintained by PCHS in connection Designated Persons to prevent disclosure of Privileged Materials to such third party; provided, however, that such privilege may be waived only with the representation by PCHS prior written consent of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsHolder Representative.

Attorney-Client Privilege. Parent Recognizing that Gunster, Yoakley & Xxxxxxx, P.A. (“Gunster”) has acted as legal counsel to the Seller (including Seller’s Affiliates) and the Surviving Corporation understand Company (including its Affiliates) before the Closing, and agree that DLQ Parent will be entitled Gunster intends to retain act as legal counsel to the services of XxxxxxxxSeller (including Seller’s Affiliates) after the Closing, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP the Buyer (“PCHS”) as counsel in the event of any dispute between Parent including on behalf Buyer’s Affiliates and the Surviving Corporation Company) hereby waives, on its own behalf and DLQ Parent concerning this Agreementagrees to cause its Affiliates to waive, any conflicts that may arise in connection with Gunster representing the Seller (including any of the Seller’s Affiliates) after the Closing as such representation may relate to the Buyer, the Additional Agreements Company, their respective Affiliates or the transactions contemplated herebyherein. Buyer, notwithstanding PCHS’ prior representation Seller and the Company further agree that the attorney-client privilege of the Acquired Entities shall continue to belong to them following the Closing and shall not pass to or be claimed by Seller or any of its Affiliates (and any attorney-client privilege of Seller shall continue to belong to Seller following the Closing and shall not pass to or be claimed by the Acquired Entities), provided that, as to all communications before the Closing among Gunster and the Acquired Entities that relate to the transactions contemplated by this Agreement and are subject to the attorney-client privilege and the exception of client confidence, none of Buyer or any of the Acquired Entities shall disclose (nor shall Seller or Gunster be required to disclose) any such communications in any legal proceeding in support of a claim by any of them against Seller (unless such communication is no longer subject to attorney-client privilege for reasons other than the actions of Buyer or any of the Acquired Entities). For clarity, in the event that a dispute arises between the Buyer or the Company and a third-party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Buyer (including on behalf of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to ) may assert the attorney/-client privilege as to pre-closing prevent disclosure of confidential communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments Gunster to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsthird-party.

Attorney-Client Privilege. Parent Following the Closing, the Buyers and the Surviving Corporation understand and agree each Acquired Company agrees that DLQ Parent will be entitled it shall take all reasonable steps necessary to retain the services ensure that any privilege attaching as a result of Ropes & Xxxx LLP, Xxxxxx Xxxxxxxx, XxxxNagashima Ohno & Tsunematsu or other counsel from time to time retained by an Acquired Company or any of its respective Subsidiaries prior to the Closing (collectively, Xxxxxxxxxx & Xxxxxxx LLP (“PCHSPrior Acquired Companies Counsel”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS providing advice in connection with the representation by PCHS negotiation, execution and consummation of the Contemplated Transactions, shall survive the Closing and shall remain in effect, provided that from and after the Closing such privilege shall be controlled by the Sellers’ Representatives and not such Acquired Company or its Subsidiaries. In addition, each of the Buyers and each Acquired Company (on behalf of itself and its respective Subsidiaries) waives any conflicts that may arise in connection with respect (a) Prior Acquired Companies Counsel representing any Seller after the Closing in connection with the Contemplated Transactions or any dispute arising in connection therewith and (b) the communication by Prior Acquired Companies Counsel to this Agreementany Seller, in any such representation, of any fact known to Prior Acquired Companies Counsel, including without limitation in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with any Buyer or any Acquired Company following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of the Buyers and each Acquired Company acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the Additional Agreements or waivers, permissions and other provisions of this Section 8.8, including without limitation the transactions contemplated hereby shall remain opportunity to consult with counsel other than Prior Acquired Companies Counsel. This Section 8.8 is for the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result benefit of the representation by PCHS Sellers and each Prior Acquired Companies Counsel, and Sellers and each Prior Acquired Companies Counsel are intended third party beneficiaries of this Section 8.8. This Section 8.8 shall be irrevocable, and no term of this Section 8.8 may be amended, waived or modified, without the prior written consent of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent Sellers’ Representatives and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsPrior Acquired Companies Counsel affected thereby.

Attorney-Client Privilege. Parent Parent, Merger Sub and the Surviving Corporation Company understand and agree that DLQ Parent the Company Stockholders will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent or the Company and the Surviving Corporation and DLQ Parent Company Stockholders concerning this Agreement, the Additional Related Agreements or the transactions contemplated hereby, notwithstanding PCHS’ ’s prior representation of the CompanyCompany and so long as PCHS’s representation of the Company Stockholders is consistent with any rules of professional conduct applicable to PCHS. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation Company agree that neither the Surviving Corporation Company nor Parent shall have the right to assert the attorney/-client privilege as to pre-closing Closing communications between any member of the Company Group Stockholders or DLQ Parent the Company (for the Company GroupCompany, only with respect to pre-closing Closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Related Agreements or the transactions contemplated hereby (the “Privileged Communications”). Except as set forth herein, the parties agree that only the Company Stockholders shall be entitled to assert such attorney-client privilege in connection with Privileged Communications following the Closing. For the avoidance of doubt, the parties further acknowledge and agree that the Privileged Communications do not include communications between the Company Stockholders or the Company, on the one hand, and PCHS, on the other hand, relating to general business matters of the Company or Company Stockholders and which are unrelated to this Agreement, the Related Agreements or the transactions contemplated hereby. The parties agree that only DLQ Notwithstanding the foregoing, in the event a dispute arises between Parent shall be entitled to or the Company, on the one hand, and a third party, on the other hand, Parent or the Company may assert such the attorney/-client privilege in connection with communications following to prevent the Closingdisclosure of the Privileged Communications to such third party; provided, that none of Parent or the Company may waive such privilege without the prior written consent of the Company Stockholders. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Related Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parentthe Company Stockholders. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective TimeClosing. Parent and the Surviving Corporation Company further acknowledge and agree that (i) DLQ Parent is the Company Stockholders are not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company GroupCompany; and (ii) they shall provide the DLQ Parent Company Stockholders reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent the Company Stockholders to (x)remove x) remove such emails, information and/or materials from the servers of the Company GroupCompany, and (y) download a digital copy all such emails, information and/or materials.. In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. FULGENT GENETICS, INC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Chief Financial Officer FG MERGER SUB, INC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: President 261461405 v16 In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. FULGENT PHARMA HOLDINGS, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer [Signature Page to Agreement and Plan of Merger] In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. COMPANY STOCKHOLDERS: _/s/ Xxxx Xxxxx________________________________ Xxxx Xxxxx, solely for purposes of Section 2.4, Section 5.5, Article VI, Section 7.8 and Section 7.14 XXXXX FAMILY DYNASTY TRUST, DATED JANUARY 27, 2010, solely for purposes of Section 2.4, Section 5.5, Article VI, Section 7.8 and Section 7.14 By: South Dakota Trust Company Its: Trustee By: /s/Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Trust Officer [Signature Page to Agreement and Plan of Merger] ANNEX A CERTAIN DEFINED TERMS

Attorney-Client Privilege. Parent Buyer waives and shall not assert, and agrees after the Closing to cause the Surviving Company and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between any Prior Company Counsel and the Company, its Subsidiaries or any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Company and their respective Affiliates, it being the intention of the parties hereto that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Founders. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, Merger Sub or the Surviving Corporation understand or its Subsidiaries and agree that DLQ Parent will be entitled a third party other than a party to retain this Agreement after the services of XxxxxxxxClosing, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by any Prior Company Counsel to such third party; provided, however, that the Surviving Corporation may not have access to such confidential communications or waive such privilege without the prior written consent of a majority of the Founders. Furthermore, Buyer acknowledges and DLQ Parent agrees that any advice given to or communication with any of the Designated Persons (other than the Company and its Subsidiaries) shall not be subject to any joint privilege (whether or not the Company or one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons (other than the Company and its Subsidiaries). All books and records of the Company containing any such privileged communications shall be excluded from the purchase, and shall be distributed to the Founders (on behalf of the applicable Designated Persons) immediately prior to the Closing with no copies retained by the Company or any of its Subsidiaries. Buyer hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates and the Company) 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 Additional Agreements opportunity to consult with counsel other than Prior Company Counsel. This Section 11.17 shall be irrevocable, and no term of this Section 11.17 may be amended, waived or modified, without the transactions contemplated hereby, notwithstanding PCHS’ prior representation written consent of the Company. Notwithstanding the consummation of the Merger, Parent Founders and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Prior Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsCounsel affected thereby.

Attorney-Client Privilege. Parent The parties acknowledge that Xxxxxxx & Xxxx (“Counsel”) has represented the Sellers and the Surviving Corporation understand and agree that DLQ Parent will be entitled Target Companies in connection with the 52 transactions contemplated by and/or relating to retain this Agreement prior to the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP Closing (“PCHSPre-Closing Representation”) ). Any privilege attaching as counsel a result of Counsel’s representation of such Persons in connection with the event of any dispute between Parent Pre-Closing Representation shall survive the Closing and shall remain in effect; provided that such privilege from and after the Surviving Corporation Closing shall be assigned to, belong to and DLQ Parent concerning this Agreementbe controlled by, the Additional Agreements Sellers. For clarity, such privilege (i) may be waived only by the Sellers, and not by Buyer, the Target Companies or any of their respective Affiliates, and (ii) shall not pass to or be claimed or used by Buyer, the transactions contemplated hereby, notwithstanding PCHS’ prior representation Target Companies or any of their respective Affiliates. In furtherance of the Company. Notwithstanding the consummation foregoing, each of the Mergerparties to this Agreement agrees to take the steps necessary to ensure that any privilege attaching as a result of Counsel’s Pre-Closing Representation shall survive the Closing, Parent remain in effect and be assigned to and controlled by the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right Sellers. As to assert the any privileged attorney/-client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications)Counsel, on the one hand, and its counsel, PCHSSellers or the Target Companies, on the other hand, prior to Closing (collectively, the “Privileged Communications”), Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Target Companies) and their respective successors and/or assigns, that none of Buyer, any of its Affiliates (including, after the Closing, the Target Companies) or any of their respective successors or assigns, may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties to this Agreement after the Closing. Further, the parties to this Agreement 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. None of Buyer or any of its Affiliates (including, after the Closing, the Target Companies) shall access any Privileged Communications or the files of Counsel relating to the Pre-Closing Representation after the Closing. Without limiting the generality of the foregoing, from and after the Closing (a) the Sellers and their respective Affiliates (and not the Target Companies) shall be the sole holder of the attorney-client privilege with respect to the Pre-Closing Representation, (b) to the extent that the privileged communications relates files of Counsel in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions respect of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive Pre-Closing Representation constitute property of the Company Group client, only the Sellers and their respective Affiliates (and not the Target Companies) shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waivinghold such property rights, and will not be deemed (c) Counsel shall have no duty whatsoever to have waived reveal or diminisheddisclose any Privileged Communications or files to Buyer, the Target Companies or any of its attorney work product protections, their respective Affiliates by reason of any attorney-client privileges relationship between Counsel and the Target Companies (or similar protections otherwise). Notwithstanding the foregoing, in the event a dispute arises between Buyer, and/or the Target Companies, on the one hand, and privileges with respect a third party (other than a party to email that was sent this Agreement or any of their respective Affiliates), on the other hand, after the Closing, the Target Companies (to or received from (as the extent applicable) PCHS, including all attachments shall assert the attorney-client privilege to prevent disclosure of confidential communications with Counsel to such sent or received emails solely third party; provided that, in their capacity as attachments to such emailsinstance, stored in any digital format on any device at any location under neither Buyer nor the control Target Companies may intentionally waive such privilege without the prior written consent of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsSellers.

Attorney-Client Privilege. Parent Buyer, on behalf of itself and its Affiliates (including, for this purpose, the Company), agrees that, as to (i) all communications through the Closing Date between or among the Prior Company Counsel and the Surviving Corporation understand Company to the extent they relate to the negotiation, documentation, and agree that DLQ Parent will be entitled to retain consummation of the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning transactions contemplated by this Agreement, and (ii) all work product of the Additional Agreements Prior Company Counsel with ​ ​ respect to the foregoing (collectively, the “Pre-Closing Deal Communications”) shall be deemed to belong to the Designated Persons, shall be controlled by Parent, and shall not pass to or be claimed by Buyer or the transactions contemplated herebyCompany. All Pre-Closing Deal Communications that are attorney-client privileged shall remain privileged after the Closing, notwithstanding PCHS’ prior representation and the privilege and the expectation of client confidence relating thereto shall belong to Sellers, shall be controlled by Parent, and shall not pass to or be claimed by Buyer or the Company. Notwithstanding the consummation foregoing, (A) in the event that a dispute arises between Buyer or any of its Affiliates (including, for this purpose, the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communicationsCompany), on the one hand, and its counsel, PCHSa Person other than a Designated Person, on the other hand, Buyer or the Company may assert the attorney-client or similar privilege on behalf of the Designated Persons to prevent disclosure of the extent Pre-Closing Deal Communications to such third party; provided, however, that neither Buyer nor the privileged communications relates in substantial part Company may waive such privilege without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) and (B) the foregoing provisions of this AgreementSection 11.17(b) shall not extend to any communication or materials not involving the negotiation, the Additional Agreements or documentation and consummation of the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege by this Agreement or the Ancillary Documents or any claims brought in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to such transactions, this Agreement, the Additional Agreements Agreement or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsAncillary Documents.

Attorney-Client Privilege. Parent Each of Summit and the Surviving Corporation understand Company (on behalf of itself and agree that DLQ Parent will be entitled its Subsidiaries) waives and shall not assert, and agrees after the Closing to retain the services cause its Subsidiaries to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only confidence with respect to pre-closing communications)any confidential or privileged communication between any Prior Company Counsel, on the one hand, and any Designated Person or the Company or any of its counselSubsidiaries, PCHSon the other hand (collectively, the “Pre-Closing Designated Persons”), or any legal advice given to any Pre-Closing Designated Person by any Prior Company Counsel, in each case to the extent occurring during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Summit, the Company and their respective Subsidiaries, it being the intention of the Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by Cementos and the Argos Parties, and shall not pass to or be claimed or used by Summit or the Company, except as provided in the last sentence of this Section 12.18(b). Furthermore, each of Summit and the Company (on behalf of itself and its Subsidiaries) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not the Company or one or more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Summit or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, the Company shall (and shall cause its Subsidiaries to) assert to the extent that available the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions Pre-Closing Privileges on behalf of the files generated Designated Persons (and maintained by PCHS in connection at such Designated Person’s sole cost and expense) to prevent disclosure of Privileged Materials to such third party; provided, however, that such privilege may be waived only with the representation by PCHS prior written consent of Cementos (on behalf of the Company with respect to this Agreement, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if anyArgos Parties), remain the exclusive property of the Company Group and which consent shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived unreasonably conditioned, withheld or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materials.delayed. 132

Attorney-Client Privilege. Parent Each of the Buyer, the Sellers and the Surviving Corporation understand and agree Sellers’ Representative agrees that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent it and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements Company shall take all steps necessary to ensure that any privilege attaching as a result of Ropes & Xxxx LLP; Xxxxx Xxxxxxx Xxxxxx LLP or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right other counsel from time to assert the attorney/client privilege as to pre-closing communications between any member of time retained by the Company Group or DLQ Parent prior to the Closing (for the collectively, “Prior Company Group, only with respect to pre-closing communicationsCounsel”), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements whether or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS not in connection with the representation Contemplated Transaction, shall survive the Closing and shall remain in effect; provided that from and after the Closing such privilege shall be controlled by PCHS the Sellers and not the Company. In addition, each of the Company with respect to this AgreementBuyer, the Additional Agreements or Sellers and the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of Sellers’ Representative waives, and agrees to cause the Company Group on to waive, any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree conflicts that may arise in connection with (i) DLQ Parent is not waiving, and will not be deemed to have waived Prior Company Counsel representing the Sellers or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of Sellers’ Representative after the Company Group; Closing and (ii) they shall provide the DLQ Parent reasonable access during normal business hours communication by Prior Company Counsel to the Sellers or the Sellers’ Representative, in any such emailsrepresentation, information and/or materials located on of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Buyer or the servers Company following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of the Buyer, the Sellers and the Sellers’ Representative acknowledges that it and the Company Group have had the opportunity to discuss and permit DLQ Parent 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 (x)remove such emails, information and/or materials from consult with counsel other than Prior Company Counsel. This Section 6.07 is for the servers benefit of the Sellers, Sellers’ Representative and Prior Company GroupCounsel, and (y) download a digital copy all such emailsPrior Company Counsel is an intended third-party beneficiary of this Section 6.07. This Section 6.07 shall be irrevocable, information and/or materialsand no term of this Section 6.07 may be amended, waived or modified, without the prior written consent of the Sellers’ Representative and the Prior Company Counsel affected thereby.

Attorney-Client Privilege. Parent Each of the Parties also agrees that Seller has a reasonable expectation of privacy and privilege with respect to its communications (in all forms) with T&K prior to the Surviving Corporation understand and agree that DLQ Parent will be entitled Closing to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning extent such communications concern this Agreement, the Additional Agreements or APA, and/or the EIPA, and the agreements and documents delivered hereunder and thereunder and the transactions contemplated herebyhereby and thereby. Each of the Parties likewise agrees that third parties and their counsel with a common legal interest with Seller also have a reasonable expectation of privacy and privilege with respect to their communications prior to the Closing (“Common Interest Parties”). At and after the Closing, notwithstanding PCHS’ prior representation the attorney-client privilege of the Company with T&K with respect to such matters, and the Common Interest Parties with their counsel shall be deemed to be the right of Seller or the Common Interest Party respectively, and not that of the Company, and may be waived only by Seller or Common Interest Party as to their respective communications. Notwithstanding Absent the consummation consent of Seller, the MergerCommon Interest Party, Parent and or except as required to comply with any Law or other regulatory requirement applicable to Buyer or its Affiliates, neither Buyer nor the Surviving Corporation agree that neither the Surviving Corporation nor Parent Company shall have the a right to assert the access attorney/-client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS material of the Company with respect to this Agreement, Agreement and the Additional Agreements or other documents contemplated herein and the transactions contemplated hereby and thereby following the Closing. Notwithstanding the foregoing, (a) nothing herein shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS be construed as a result waiver by the Company of the representation attorney-client privilege or the obligations of confidentiality owed by PCHS of T&K to the Company Group on any with respect to matters not regarding this Agreement and the other matter agreements and documents delivered hereunder and the transactions contemplated hereby and thereby, (if any), remain b) in the exclusive property of event that a dispute arises between Buyer or the Company Group and shall be promptly delivered a third Person other than a Party to Parent immediately upon request at any time this Agreement after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that Closing, (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, the Company may assert the attorney-client privileges or similar protections and privileges with respect privilege to email that was sent to or received from (as applicable) PCHS, including all attachments prevent disclosure of confidential communications by T&K to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; third Person and (ii) they shall provide to the DLQ Parent reasonable access during normal business hours extent any such privilege or client confidence is required to such emailsbe waived or otherwise required to be released by any Governmental Entity, information and/or materials located on the servers under law or pursuant to any orders, decrees, writs, injunctions, judgments, stipulations, determinations or awards entered by or with any Governmental Entity, none of the Company Group and permit DLQ Parent Company, Buyer or their Affiliates shall be in breach or violation of any provision of this Agreement or any document or agreement delivered hereunder for providing information, documents, communications or client confidences to (x)remove such emails, information and/or materials from the servers of the Company Groupany Governmental Entity in response to, and (y) download a digital copy all such emailssubject to the requirement limitation in, information and/or materialsthe foregoing. 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Attorney-Client Privilege. Parent The parties hereto hereby acknowledge that Xxxxxxx LLP has acted as counsel to the Company and the Surviving Corporation understand Sellers from time to time prior to the transactions contemplated by this Agreement as well as with respect thereto. The following provisions in this Section 8.14 apply solely to the attorney-client relationship between (a) the Company and agree that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP prior to the Closing and (“PCHS”b) the Sellers and Xxxxxxx LLP following the Closing. Subject to the exceptions below, each of the parties hereto agrees that: (i) it will not seek to disqualify Xxxxxxx LLP, based solely on its prior representation of the Sellers and the Company, from acting and continuing to act as counsel to any of the Sellers either in the event of a dispute hereunder or in the course of the defense or prosecution of any dispute between Parent claim relating to the transactions contemplated by this Agreement; (ii) the Sellers have a reasonable expectation of privacy with respect to their and the Surviving Corporation Company’s communications (including any e-mail communications using the Company’s email system) with Xxxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein, and DLQ Parent concerning this Agreementwere subject to the attorney-client privilege and/or the attorney work product doctrine; and (iii) the Sellers (and, following the Closing, not Buyer, Parent, Holdings or any of their Affiliates, including, without limitation, the Additional Agreements Company) shall have access to all such privileged communications. Notwithstanding any of the foregoing: (a) Sellers agree that they will not waive, or cause to be waived, any claim of privilege or protection over pre-Closing communications between or among Xxxxxxx LLP, the Company, or the Sellers, without first obtaining the written consent of Buyers and the Company, which consent shall not be unreasonably withheld; (b) nothing herein shall prevent Buyer from requesting, using or accessing all communications between or among Xxxxxxx LLP, the Company, or the Sellers in connection with any claim arising under or in connection with this Agreement or the transactions contemplated herebyhereby or otherwise, notwithstanding PCHS’ prior representation of so long as such communications are not subject to the attorney-client privilege or work product protection; and (c) in the event that a dispute or investigation or audit arises after the Closing between Buyer or the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on the one hand, and its counsel, PCHSa third party, on the other hand, to Buyer and the extent that Company shall notify the privileged communications relates in substantial part to this Agreement, the Additional Agreements Sellers’ Representative if Buyer or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled Company requires access to assert such attorney/client privilege any privileged or protected pre-Closing communications between Xxxxxxx LLP and the Company and/or the Seller in connection with communications following order to assist in the Closing. Such privileged portions Buyer’s or the Company’s response to or defense of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreementthird-party claim, the Additional Agreements investigation, or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waivingaudit, and will such access shall not unreasonably be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materialsrefused.

Attorney-Client Privilege. Parent The Buyer, on behalf of itself and (after the Closing) the Company, except as otherwise set forth in this Section 8.20, expressly and knowingly (a) acknowledges and agrees that all attorney-client privileged communications prior to Closing between Winthrop & Weinstine, P.A. (“Sellers’ Counsel”) and the Surviving Corporation understand Sellers or the officers, directors, representatives, agents and agree that DLQ Parent will be entitled to retain employees of the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel Company solely in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or connection with the transactions contemplated herebyby this Agreement (collectively, the “Privileged Communications”) are subject to the sole and absolute control of the Sellers, (b) waives any and all rights to obtain or otherwise control the disclosure of the Privileged Communications and (c) covenants and agrees not to assert any rights whatsoever with respect to the Privileged Communications. The parties further agree that notwithstanding PCHS’ prior representation any Law or rules to the contrary, all Privileged Communications will, at the discretion of the Sellers, remain privileged after Closing and such privilege shall belong to the Sellers and not the Company. Notwithstanding the consummation foregoing in this Section 8.20, in the event a dispute arises between the Buyer and any of its Affiliates (including the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communicationsCompany), on the one hand, and its counsel, PCHSa third party (other than a Seller), on the other hand, after the Closing, the Buyer and/or the Company may assert the attorney-client and work product privilege and/or expectation of client confidence to prevent disclosure of Privileged Communications to such third party. For the avoidance of doubt, nothing contained in this Section 8.20 (i) waives or transfers any attorney-client privilege to the extent that the privileged communications relates in substantial part relating to this Agreement, the Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of Sellers’ Counsel representing the Company with respect to this Agreementany of their operations, businesses, assets or liabilities in each case, other than matters related in any way to the Additional Agreements negotiation, documentation or consummation of the transactions contemplated hereby hereby, and such attorney-client privilege shall remain continue to be the exclusive property privilege of DLQ Parentthe Company and Sellers’ Counsel shall not reveal or disclose attorney-client privileged documents with respect to such operations, businesses, assets or liabilities to any Person other than the authorized representatives of the Company without the prior approval of the Company; or (ii) subject to the attorney-client privilege with respect to the Privileged Communications retained by or transferred to the Sellers as expressly set forth in this Section 8.20, shall limit any right of the Buyer or any of its Affiliates (including, after the Closing, the Company) to obtain any communications, files or other information in connection with any dispute to the extent permitted by the applicable rules of discovery. All other files generated In addition, the parties hereto acknowledge and agree that Sellers’ Counsel has acted as counsel to the Sellers and the Company in connection with the transactions contemplated by this Agreement. Buyer, on its and (after the Closing) the Company’s behalf, expressly and knowingly consents to Sellers’ Counsel representing the Sellers in any matter after the Closing that is or maintained by PCHS may be adverse to the Buyer or the Company in any matter arising out of this Agreement. This consent constitutes an advance waiver of any conflict of interest claim against Sellers’ Counsel as a result of the representation by PCHS of such firm representing the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent Sellers prior to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely at the Closing in their capacity as attachments to such emails, stored in any digital format on any device at any location under connection with the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and (y) download a digital copy all such emails, information and/or materials.transactions contemplated by this Agreement. ***

Attorney-Client Privilege. Parent and (a) Effective as of the Surviving Corporation understand and agree that DLQ Parent will be entitled Closing, any privilege attaching as a result of Ropes & Xxxx LLP or other counsel from time to retain time retained by the services of XxxxxxxxCompany Equityholders, Xxxxthe Company or the Acquired Companies prior to the Closing (collectively, Xxxxxxxxxx & Xxxxxxx LLP (“PCHSPrior Company Counsel”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning connection with this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney/client privilege as to pre-closing communications between any member of the Company Group or DLQ Parent (for the Company Group, only with respect to pre-closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Registration Rights Agreement, the Additional Agreements Contemplated Transactions or the transactions contemplated herebynegotiation, performance or execution of any of the foregoing will be owned and controlled by the Company Equityholders and the Midco Equityholders and not the Company or the Acquired Companies. The parties agree In addition, each of the Buyer, Merger Sub, the Company and Midco waives, and agrees to cause each of its controlled Affiliates to waive, any conflicts that only DLQ Parent shall be entitled to assert such attorney/client privilege may arise in connection with communications following the Closing. Such privileged portions with, and consents to and agrees to cause each of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect its controlled Affiliates to this Agreementconsent to, the Additional Agreements or the transactions contemplated hereby shall remain the exclusive property of DLQ Parent. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon request at any time after the Effective Time. Parent and the Surviving Corporation further acknowledge and agree that (i) DLQ Parent is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of Prior Company Counsel representing the Company Group; Equityholders and the Midco Equityholders after the Closing and (ii) they shall provide the DLQ Parent communication by Prior Company Counsel to the Company Equityholders and the Midco Equityholders in any such representation of any fact known to Prior Company Counsel, including, in the case of sub-clause (i) and sub-clause (ii), in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with the Buyer, the Company, any of the Acquired Companies or any of their respective controlled Affiliates following the Closing, and the disclosure of any fact in connection with any process undertaken for the resolution of such dispute. Each of the Buyer, Merger Sub, the Company and Midco acknowledges that it and its controlled Affiliates have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable access during normal business hours available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to such emails, information and/or materials located on consult with counsel other than Prior Company Counsel. This Section 7.12(a) is for the servers benefit of the Company Group Equityholders, the Midco Equityholders, and permit DLQ Parent to (x)remove such emailsPrior Company Counsel, information and/or materials from and Prior Company Counsel is an intended third-party beneficiary of this Section 7.12(a). This Section 7.12(a) will be irrevocable, and no term of this Section 7.12(a) may be amended, waived or modified, without the servers prior written consent of the Company GroupEquityholders, the Midco Equityholders, and (y) download a digital copy all such emails, information and/or materialsPrior Company Counsel.