Common use of Conflict Waiver Clause in Contracts

Conflict Waiver. Notwithstanding that the Company and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective order.

Conflict Waiver. Notwithstanding that Each of the Company parties to this Agreement, on its own behalf and Shareholders have been represented by Mxxxxxon behalf of its directors, Law Offices members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “FirmWaiving Parties”), agree that (a) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm Dechert LLP may represent the Shareholder Representative, the Shareholders and/or Former Holders and their Affiliates in matters related to this Agreement and (collectively, the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company“Seller Group”), on the one hand, and the FirmCompany and its Subsidiaries, on the other hand, relating to in connection with the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, other Merger Documents and the consummation of the Transaction but excluding: transactions contemplated hereby and thereby (isuch representation, the “Current Representation”), and (ii) Dechert LLP (or any communications successor) may represent the Representative, any and all members of the Seller Group or information that is related any director, member, partner, officer, employee or Affiliate of the Seller Group in connection with any dispute, Action or obligation arising out of or relating to this Agreement, any other Merger Documents or the business transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”), notwithstanding such pre-Closing representation of the Company and/or any of its Subsidiaries, and used by each of Parent, the Surviving Corporation, the Company and each of its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent, the Surviving Corporation, the Company and each of its Subsidiaries acknowledge that the foregoing provision applies whether or not Dechert LLP provides legal services to the Company or any of its Subsidiaries after the Purchaser Closing Date. Parent, the Surviving Corporation, the Company and each of its Subsidiaries, for business reasons itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among the Company (prior to the Closing), the Seller Group and their counsel, including Dechert LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Merger Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel and none of Parent, the Surviving Corporation, the Company, any of its Subsidiaries or any of the Waiving Parties or any Person purporting to act on behalf of or through the Company, any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing; or (ii) any communication or information evidencing knowledge , each of any Shareholder or Parent, the Surviving Corporation, the Company and its Subsidiaries, on behalf of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged itself and the expectation of client confidence relating thereto shall belong solely to the Shareholders Waiving Parties, waives and shall will not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive assert any attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser any communication between Dechert LLP and the Company shall not have access to Company, its Subsidiaries or any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, Person in the event that a dispute arises between Seller Group occurring during the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than Current Representation in connection with any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorneyPost-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective orderClosing Representation.

Conflict Waiver. Notwithstanding that As the Company Shareholder is the ultimate beneficiary of the Share Purchase and Shareholders have been represented all other transactions contemplated by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements exhibits hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser Buyer and the Company shall not have access to any Privileged Communications or to acknowledge and agree that, effective upon the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the ClosingClosing Date, (ia) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege regarding this Agreement and the transactions contemplated hereby shall not continue as the privilege of the Company but instead shall be the sole privilege of the Shareholder; and (b) all files of counsel to the Company regarding the transactions contemplated by this Agreement (including all preparations in contemplation of such transactions) shall become the property of the Shareholder; and (c) in any dispute arising from the Share Purchase, the rights of the Shareholder will remain independent from and adverse to the rights of the Buyer. Buyer and the Company, on behalf of themselves and their Affiliates (a) agree that Xxxxxxx Coie LLP (or any successor) (“Xxxxxxx Coie”) may serve as counsel to the Shareholder, and its respective successors and assigns, after Closing with respect to the transactions contemplated by this Agreement; (b) hereby waive any conflicts of interest associated with such engagement, representation; and (c) agree that THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. none of the Purchaser or them will seek to disqualify Xxxxxxx Coie as a result of its representation of the Company shall be a holder thereof, before or after Closing (ii) including with respect to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company transactions contemplated by reason of any attorney-client relationship between the Firm and the Company or otherwisethis Agreement).” [Signature Pages Follow] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective orderCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Conflict Waiver. Notwithstanding that the Company Each Party hereby acknowledges and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (ia) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after at the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding shall terminate, and (b) the foregoing, Firm in the event that future may represent any Stockholder or Stockholders’ Representative (and any of their respective heirs, executors, administrators, Affiliates, successors and assigns) (individually, a dispute arises “Stockholder Party” and collectively, the “Stockholder Parties”) in any matter, including any dispute, negotiation, controversy, arbitration or litigation which may arise between the Purchaser or its Affiliates (including the Company), any Stockholder Party on the one hand, and a third party other than Buyer or the Company (and any of their respective Affiliates, successors and assigns) (collectively, the Shareholders“Buyer Entities”), on the other hand, with respect to this Agreement or the Purchaser transactions contemplated hereby, even if such matters are directly adverse to the Company and each of the other Buyer Entities, and each of the Company and the other Buyer Entities hereby consents to such representation. The Firm will not be required to notify the Company or its Affiliates (including any other Buyer Entity of any such representation as it arises. In connection with any such representation by the Company) may assert Firm of any one or more of the Stockholder Parties in any matter with respect to this Agreement or the transactions contemplated hereby in which the Buyer Entities are adverse, the Company and each other Buyer Entity hereby waives any duty of confidentiality or attorney-client privilege to prevent disclosure which may have arisen as a result of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including Firm’s representation of the Company) may , the Stockholders and Stockholders’ Representative. The Company and each other Buyer Entity understands that it is being asked now to waive such privilege future conflicts as described above without knowledge as to the prior written specifics of those conflicts because the waiver pertains to future facts and events. This consent and waiver is intended to be for the benefit of the Shareholders, Firm and effective in all jurisdictions in which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable lawFirm practices, and (y) advisable in to extend to any rights conferred on the opinion Company or any other Buyer Entity by the professional rules of the Purchaser’s counselconduct of any such jurisdiction and any other statute, then the Purchaser shall immediately (andrule, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so decision or common law principle relating to conflicts of interest that the Shareholder Representative can seek a protective ordermay otherwise be applicable.

Conflict Waiver. Notwithstanding that If the Company and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the TransactionShareholders, the Company agrees that after the Closing Date the Firm may represent Shareholder Parties or the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representationRepresentative so desire, and it hereby waives without the need for any conflict arising out of such future representation. All communications between the Shareholders consent or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used waiver by the Company or the Purchaser for business reasons after the Closing; or Buyer, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged CommunicationsSYCR”) shall be deemed permitted to be attorney-client privileged and represent the expectation of client confidence relating thereto shall belong solely Shareholders, the Shareholder Parties and/or the Shareholder Representative after the Closing in connection with any matter, including without limitation anything related to the Shareholders and shall not pass to transactions contemplated by this Agreement or be claimed by the Purchaser any disagreement or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firms dispute relating to such engagement from and after the Closingthereto. Without limiting the generality of the foregoing, from after the Closing, SYCR shall be permitted to represent the Shareholders, the Shareholder Parties, the Shareholder Representative, any of their agents and affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (“dispute” includes litigation, arbitration or other adversary proceeding) with Buyer, the Company or any of their agents or affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. Upon and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) cease to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and with SYCR, unless SYCR is specifically engaged in writing by the Company to represent the Company after Closing and either such engagement involves no conflict of interest with respect to Shareholders, the Shareholder Parties or otherwise. Notwithstanding the foregoingShareholder Representative, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, on the other handShareholder Parties, or the Purchaser or its Affiliates Shareholder Representative (including as applicable) consent in writing at the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications time to such third party; providedengagement. Any such representation of the Company by SYCR after Closing shall not affect the foregoing provisions hereof. For example, howeverand not by way of limitation, that neither even if SYCR is representing the Purchaser nor its Affiliates (including Company after the Company) may waive such privilege without the prior written consent of Closing, SYCR shall be permitted simultaneously to represent the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify Shareholder Parties and/or the Shareholder Representative in writing any matter, including any disagreement or dispute relating thereto. Furthermore, SYCR shall be permitted to withdraw from any representation of the Company in order to be able to represent or continue so that representing the Shareholders, the Shareholder Representative can seek a protective order.Parties or the Shareholder Representative, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice. – End of Page – [Signatures appear on following pages]

Conflict Waiver. Notwithstanding that the Company Each Party hereby acknowledges and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (ia) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after at the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding and its Subsidiaries will terminate, and (b) the foregoing, Firm in the event future may represent Seller (and any of its affiliates, successors and assigns) (individually, a “Seller Party” and collectively, the “Seller Parties”) in any matter, including any dispute, negotiation, controversy, arbitration or litigation that a dispute arises may arise between the Purchaser or its Affiliates (including the Company), any Seller Party on the one hand, and a third party other than Purchasers, the Company, or any Subsidiary of the ShareholdersCompany (collectively, the “Purchaser Entities”), on the other hand, with - 98 - respect to this Agreement or the Transactions, even if such matters are directly adverse to the Company, any Subsidiary of the Company or any of the other Purchaser Entities, and each of the Company, each Subsidiary of the Company and the other Purchaser Entities hereby consents to such representation. The Firm will not be required to notify the Company, any Subsidiary of the Company or any other Purchaser Entity of any such representation as it arises. In connection with any such representation by the Firm of any one or more of the Seller Parties in any matter with respect to this Agreement or the Transactions in which the Purchaser or its Affiliates (including Entities are adverse, the Company) may assert , each Subsidiary of the Company and each other Purchaser Entity hereby waive any duty of confidentiality or attorney-client privilege to prevent disclosure that may have arisen as a result of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including Firm’s representation of the Company) may waive such privilege without the prior written consent , any Subsidiary of the ShareholdersCompany, and Seller. The Company and each other Purchaser Entity understand that it is being asked now to waive future conflicts as described above without knowledge as to the specifics of those conflicts because the waiver pertains to future facts and events. This consent and waiver is intended to be for the benefit of the Firm and effective in all jurisdictions in which consent shall not be unreasonably withheldthe Firm practices, conditioned or delayed. In the event that the Purchaser or its Affiliates (including and to extend to any rights conferred on the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion , any Subsidiary of the Privileged CommunicationsCompany or any other Purchaser Entity by the professional rules of conduct of any such jurisdiction and any other statute, rule, decision or common law principle relating to the extent (x) permitted by applicable law, and (y) advisable in the opinion conflicts of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so interest that the Shareholder Representative can seek a protective ordermay otherwise be applicable.

Conflict Waiver. Notwithstanding that the Company and Shareholders have been represented by MxxxxxXxxxxx, Law Offices Xxxxx & Xxxxxxx LLP (the “FirmMLB”) may serve as counsel to each and any of the Securityholders or the Securityholder Representative in the preparationconnection with any litigation, negotiation and execution claim or obligation arising out of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related or relating to this Agreement and or the ancillary agreements hereto, including without limitation in respect transactions contemplated by this Agreement (a “Related Action”) notwithstanding such representation or any continued representation of any indemnification claims in connection with this Transactionother Person (including the Securityholder Representative), and each of the parties hereto consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and waive any conflict of interest arising from such representation. The Company hereby acknowledgesdecision to represent any of the Securityholders or the Securityholder Representative shall be solely that of MLB. Acquiror further agrees, on behalf of itself and its Affiliatesthe other Indemnified Parties, including, after the Closing, on behalf of the Company, that it has had the Indemnified Parties will not, in any Action with respect to an opportunity indemnification claim under Section 9.2(a) or other Action arising out of, in connection with or relating to ask for and has obtained information relevant to such representationthis Agreement or the Related Agreements, including disclosure introduce, rely on or admit into evidence against the Indemnifying Parties or the Securityholder Representative any communications between or among any of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the CompanyMLB, on the one hand, and the FirmSurviving Company, any of the Indemnifying Parties, or any of their respective Representatives, on the other hand, relating that relate in any way to the negotiation, preparation, execution documentation and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used transactions contemplated by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or any Related Agreement (“Transaction Matters”), which immediately before the Transaction Documents (the “Privileged Communications”) shall Closing would be deemed to be an attorney-client privileged communication or privileged work product of MLB and would not be subject to compelled disclosure to Acquiror as a result of such communication being an attorney-client privileged communication or otherwise privileged in nature (“Relevant Privileged Materials”), in each case, unless such Relevant Privileged Materials reflects or demonstrates any Bad Act. For the avoidance of doubt, all Relevant Privileged Materials or other attorney-client privileged communications or privileged materials shall continue after the Closing to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to communications or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files other privileged material of the Firms relating to such engagement from Surviving Company with MLB and after the Closing. Without limiting the generality of the foregoingotherwise privileged in nature, from and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseas applicable. Notwithstanding the foregoing, and for the avoidance of doubt, nothing in this Section 11.16 shall limit any claim of, or serve as a waiver by Acquiror, the event that a dispute arises between Surviving Company, or any other Indemnified Party of any right or remedy in connection with, any claim for Bad Act asserted by Acquiror, the Purchaser Surviving Company, or its Affiliates (including any other Indemnified Party. IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company), on the one hand, and a third party other than any the Securityholder Representative have caused this Agreement to be executed as of the Shareholdersdate first written above. LUMENTUM HOLDINGS INC. By: /s/ Xxxx Xxxxx Name: /s/ Xxxx Xxxxx Title: Sr. Vice President, on General Counsel and Secretary CRIUS MERGER SUB INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] CLOUD LIGHT OPTOELECTRONICS LIMITED By: /s/ Xxxxxx Xxx Kit XXXX Name: Xxxxxx Xxx Kit XXXX Title: Director [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] FORTIS ADVISORS LLC, solely in its capacity as the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Securityholder Representative in writing so that the Shareholder Representative can seek a protective order.By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] ANNEX A

Conflict Waiver. Notwithstanding Recognizing that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“WSGR”) has acted as legal counsel to certain of the Stockholders and the Company and Shareholders have been represented its affiliates in connection with the transactions contemplated by Mxxxxxthis Agreement, Law Offices (and that WSGR may act as legal counsel to certain of the “Firm”) in Company’s Stockholders after the preparationClosing, negotiation and execution each of this Agreement Parent, Merger Sub and the TransactionSurviving Corporation hereby waives, the Company on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with WSGR representing any such Stockholders and/or its Affiliates after the Closing Date as such representation may relate to the Firm may represent the Shareholder Representativetransactions contemplated herein. In addition, the Shareholders and/or their all communications involving attorney-client confidences between any Stockholders and its Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect course of any indemnification claims in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution documentation and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) transactions contemplated hereby shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall confidences that belong solely to the Shareholders such Stockholders and shall their Affiliates (and not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent). Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications such communications, or to the files of the Firms WSGR relating to such engagement from and after engagement, whether or not the ClosingClosing shall have occurred. Without limiting the generality of the foregoing, from upon and after the Closing, (ia) the Shareholders applicable Stockholders and their Affiliates (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall not be a holder thereof, (iib) to the extent that files of the Firm WSGR in respect of such engagement constitute property of the client, only the Shareholders applicable Stockholders and their Affiliates (and not the Purchaser or the Company) shall hold such property rights and (iiic) the Firm WSGR shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm WSGR and the Company or otherwiseCompany. Notwithstanding the foregoingWSGR shall be a third-party beneficiary to this Agreement, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any solely with respect to this Section 8.14. [Remainder of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective orderpage intentionally left blank.]

Conflict Waiver. Notwithstanding Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Subsidiaries that the Company and Shareholders have been represented by Mxxxxx, Law Offices is the client of Xxxxxx LLP (the “Firm”), and not any of its individual Effective Time Holders. After the Closing, it is possible that the Firm will represent the Effective Time Holders, the Holder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with (a) the preparationtransactions contemplated herein, negotiation in the Holder Representative Agreement or in the Escrow Agreement, or (b) the Escrow Account and execution of any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Purchaser and the Transaction, the Company agrees hereby agree that after the Closing Date the Firm (or any successor) may represent the Shareholder Representative, Seller Group in the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims future in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, (i) matters that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of may arise under this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used by the Company Holder Representative Agreement or the Purchaser for business reasons after the Closing; Escrow Agreement or (ii) the administration of the Escrow Account and any communication or information evidencing knowledge of any Shareholder or the Company of a breach of claims that may be made thereunder pursuant to this Agreement or the Transaction Documents Escrow Agreement. The Firm (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Companysuccessor) may assert the attorney-client privilege serve as counsel to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsSeller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the extent (x) permitted Holder Representative Agreement, the Escrow Agreement, or the transactions contemplated by applicable lawthis Agreement, the Holder Representative Agreement, or the Escrow Agreement. Each of the Parties consents thereto, and waives any conflict of interest arising therefrom, and each such Party shall cause any Subsidiary thereof to consent to waive any conflict of interest arising from such representation. 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 or have been advised they should do so in this connection. (ySignature page follows) advisable The Parties have executed and delivered this Agreement as of the date indicated in the opinion first sentence of this Agreement. RADISYS CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer RADISYS HOLDINGS, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director CONTINUOUS COMPUTING CORPORATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President and Chief Executive Officer SHAREHOLDER REPRESENTATIVE SERVICES LLC, Solely in its capacity as the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Holder Representative in writing so that the Shareholder Representative can seek a protective order.By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director

Conflict Waiver. Notwithstanding that the Company Each Seller, Sellers’ Representative and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledgesBuyer, on behalf of itself and its Affiliatesrespective Affiliates (including, that it has had an opportunity with respect to ask for Buyer, the Acquired Companies following the Closing), acknowledges and has obtained information relevant to such representationagrees that, in connection with any dispute, Proceeding, Liability, obligation or other matter, including disclosure any dispute between Buyer, any of the reasonably foreseeable adverse consequences Acquired Companies or any of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders its or the Companytheir respective Affiliates, on the one hand, and the FirmSellers’ Representative, any Seller, or any of its respective Affiliates, on the other hand, relating or with or between any other Persons, with respect to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used transactions contemplated by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or otherwise, (a) as to all communications among Xxxxxxxx & Xxxxx LLP (“Sellers’ Counsel”), the Transaction Documents (Acquired Companies, Seller or any of its Affiliates, the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege, attorney work product protection and the expectation of client confidence relating thereto shall belong belongs solely to Sellers’ Representative or its Affiliates (other than the Shareholders Acquired Companies), and may be controlled by Sellers’ Representative or its Affiliates (other than the Acquired Companies), and shall not pass to or be claimed by Buyer, any of the Purchaser Acquired Companies or any of its or their respective Affiliates and (b) Sellers’ Counsel may disclose to Sellers’ Representative or its Affiliates any information learned by Sellers’ Counsel in the Companycourse of its representation of any Seller, and neither any of the Company nor the Shareholders may waive Acquired Companies or any of its or their respective Affiliates, whether or not such information is subject to attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consentprivilege, attorney work product protection, of Sellers’ Counsel’s duty of confidentiality. Accordingly, the Purchaser Buyer and the Company its Affiliates shall not have or seek access to any Privileged Communications such communications, or to the files of Sellers’ Counsel, whether or not the Firms relating to such engagement from and after the ClosingClosing occurs. Without limiting the generality of the foregoing, from upon and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement Sellers’ Counsel constitute property of the client, only the Shareholders (Sellers’ Representative and not the Purchaser or the Company) its Affiliates shall hold such property rights and (iiiii) the Firm Sellers’ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser Buyer or the Company Acquired Companies by reason of any attorney-client relationship between the Firm Sellers’ Counsel and the Company Acquired Companies or otherwise. Notwithstanding the foregoing; provided, however, that in the event that a dispute arises between the Purchaser Buyer or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, Sellers or their Affiliates on the other hand, the Purchaser or Buyer and its Affiliates (including the Company) may assert the attorney-attorney- client privilege with respect to prevent communications related to the transactions contemplated by this Agreement (“Transaction Communications”) that are communications among Sellers’ Counsel and any of the Acquired Companies to protect disclosure of confidential communications to such third party; and provided, howeverfurther, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In in the event Buyer or the Acquired Companies receives a subpoena or other discovery request pursuant to state or federal law that calls for the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy search of all or a portion of the Privileged documents that may include Transaction Communications, nothing herein shall preclude Buyer or the Acquired Companies from complying with any superseding legal obligations to do so. To the extent (x) permitted by applicable lawreasonably practicable, Buyer or the Acquired Companies shall provide advance notice before producing any Transaction Communications pursuant to a subpoena or other discovery request to allow Sellers or Sellers’ Representative to oppose or limit the request to disclose the Transaction Communications or to otherwise protect the confidentiality thereof and (y) advisable in Sellers’ shall provide commercially reasonable cooperation, at the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, Acquired Companies’ request and at Sellers’ own expense in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective ordersuch efforts.

Conflict Waiver. Notwithstanding Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that (a) Dechert LLP and Xxxxx, XxXxxxx & Xxxxx, P.A. (each, “Counsel”) may represent the Seller, the Stakeholder Representative, the Stockholders and their Affiliates (collectively, the “Seller Group”) and Holdings, Merger Subsidiary, the Company and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims its Subsidiaries in connection with this Transaction. The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, other agreements contemplated hereby and the consummation of the Transaction but excluding: transactions contemplated hereby and thereby (isuch representation, the “Current Representation”), and (b) Counsel may represent the Stakeholder Representative, the Seller, any communications or information that is related to the business and all members of the Company and used Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreements contemplated by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents transactions contemplated hereby or thereby (any such representation, the “Privileged CommunicationsPost-Closing Representation”) shall be deemed to be attorney-client privileged ), notwithstanding such Current Representation, and each of Purchaser, Merger Subsidiary, Holdings and the expectation Company on behalf of client confidence itself and the Waiving Parties hereby consents thereto and waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto shall belong solely to the Shareholders thereto. Each of Purchaser, Merger Subsidiary, Holdings and shall not pass to or be claimed by the Purchaser or the Company, for itself and neither the Waiving Parties, hereby irrevocably acknowledges and agrees that all Privileged Deal Communications, are privileged communications between the Seller Group and such counsel and, after the Closing, none of Purchaser, Merger Subsidiary, Holdings, the Company nor or any of the Shareholders may waive Waiving Parties or any Person purporting to act on behalf of or through Purchaser, Merger Subsidiary, Holdings, the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Purchaser, Merger Subsidiary, Holdings and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to such any Privileged Deal Communications without Shareholder Representative written consent. Accordinglybetween Counsel and Holdings, Merger Subsidiary, the Purchaser and the Company shall not have access to Company, its Subsidiaries or any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, Person in the event that a dispute arises between Seller Group occurring during the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than Current Representation in connection with any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorneyPost-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective orderClosing Representation.

Conflict Waiver. Notwithstanding that the Company Each Seller, Sellers’ Representative and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledgesBuyer, on behalf of itself and its Affiliatesrespective Affiliates (including, that it has had an opportunity with respect to ask for Buyer, the Acquired Companies following the Closing), acknowledges and has obtained information relevant to such representationagrees that, in connection with any dispute, Proceeding, Liability, obligation or other matter, including disclosure any dispute between Buyer, the Acquired Companies and/or any of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders its or the Companytheir respective Affiliates, on the one hand, and the FirmSellers’ Representative and any Seller and/or any of their Affiliates, on the other hand, relating or with or between any other Persons, with respect to the transactions contemplated by this Agreement or otherwise, (a) as to all communications among Xxxxxxxx & Xxxxx LLP (“Sellers’ Counsel”) on the one hand and the Acquired Companies, Sellers and/or any of its or their Affiliates on the other hand, in the course of the negotiation, preparation, execution documentation and delivery consummation of the transactions contemplated by this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege, attorney work product protection and the expectation of client confidence relating thereto shall belong belongs solely to Sellers’ Representative and/or its Affiliates (other than the Shareholders Acquired Companies), and may be controlled by Sellers’ Representative or its Affiliates (other than the Acquired Companies), and shall not pass to or be claimed by Buyer, the Purchaser Acquired Companies, or any of its or their respective Affiliates and (b) Sellers’ Counsel may disclose to Sellers’ Representative and/or its Affiliates any information learned by Sellers’ Counsel in the Companycourse of its representation of Sellers’ Representative, the Acquired Companies or its or their respective Affiliates, in the course of the negotiation, documentation and neither consummation of the Company nor the Shareholders may waive transactions contemplated by this Agreement, whether or not such information is subject to attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consentprivilege, attorney work product protection, or Sellers’ Counsel’s duty of confidentiality. Accordingly, the Purchaser Buyer and the Company its Affiliates shall not have or seek access to any Privileged Communications such communications, or to the files of Sellers’ Counsel, whether or not the Firms relating to such engagement from and after the ClosingClosing occurs. Without limiting the generality of the foregoing, from upon and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of Sellers’ Counsel maintained by Sellers’ Counsel in connection with its representation of the Firm Acquired Companies, Seller and/or any of their Affiliates in respect of such engagement connection with the transactions contemplated by this Agreement constitute property of the client, only the Shareholders (Sellers’ Representative and not the Purchaser or the Company) its Affiliates shall hold such property rights and (iiiii) the Firm Sellers’ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser Buyer or the Company entities by reason of any attorney-client relationship between the Firm Sellers’ Counsel and the Company entities or otherwise. Notwithstanding the foregoing, (A) neither Sellers’ Representative nor its Affiliates shall waive such attorney-client privilege or disclose such communications or files other than in connection with the enforcement or defense of their respective rights or obligations under this Agreement and (B) in the event that a dispute arises between the Purchaser Buyer, the Acquired Companies or its any of their respective Affiliates (including the Company), on the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Shareholders, on the other handClosing, the Purchaser or its Affiliates Company (including the Companyon behalf of its Subsidiaries and Affiliates) may assert the attorney-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that neither the Purchaser Company nor any of its Affiliates (including the Company) Subsidiaries may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayedSellers’ Representative. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective order.114

Conflict Waiver. Notwithstanding Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company and Shareholders have been represented by Mxxxxxis the client of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, Law Offices LLP (the “Firm”) in ). After the preparationClosing, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representativeholders of Company Capital Stock and the holders of Company Options, the Shareholders and/or Stockholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Amount and any claims related thereto pursuant to this Agreement. Parent and the ancillary agreements heretoCompany hereby agree that the Firm (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Firm (or any successor) may serve as counsel to Seller Group or any director, including without limitation member, partner, officer, employee, representative, or Affiliate of the Seller Group, in respect connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any indemnification claims conflict of interest arising therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this Transactionwaiver and consent. [The Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery remainder of this Agreement, the Transaction Documents, and the consummation of the Transaction but excluding: (i) any communications or information that page is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Shareholders and shall not pass to or be claimed by the Purchaser or the Company, and neither the Company nor the Shareholders may waive attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consent. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firms relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective orderintentionally left blank.]

Conflict Waiver. Notwithstanding that the Company Each of Seller and Shareholders have been represented by Mxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Transaction, the Company agrees that after the Closing Date the Firm may represent the Shareholder Representative, the Shareholders and/or their Affiliates in matters related to this Agreement and the ancillary agreements hereto, including without limitation in respect of any indemnification claims in connection with this Transaction. The Company hereby acknowledgesBuyer, on behalf of itself and its Affiliatesrespective Affiliates (including, that it has had an opportunity with respect to ask for Buyer, the Acquired Companies following the Closing), acknowledges and has obtained information relevant to such representationagrees that, in connection with any dispute, Proceeding, Liability, obligation or other matter, including disclosure any dispute between Buyer, the Acquired Companies and/or any of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. All communications between the Shareholders its or the Companytheir respective Affiliates, on the one hand, and the FirmSeller and/or any of its Affiliates, on the other hand, relating or with or between any other Persons, in each case solely with respect to the negotiation, preparation, execution and delivery of transactions contemplated by this Agreement, (a) as to all communications among Xxxxxxxx & Xxxxx LLP (“Seller’s Counsel”), the Transaction DocumentsAcquired Companies, and Seller and/or any of its Affiliates, the consummation of the Transaction but excluding: (i) any communications or information that is related to the business of the Company and used by the Company or the Purchaser for business reasons after the Closing; or (ii) any communication or information evidencing knowledge of any Shareholder or the Company of a breach of this Agreement or the Transaction Documents (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege, attorney work product protection and the expectation of client confidence relating thereto shall belong belongs solely to Seller and/or its Affiliates (other than the Shareholders Acquired Companies), and may be controlled by Seller or its Affiliates (other than the Acquired Companies), and shall not pass to or be claimed by Buyer, the Purchaser Acquired Companies, or any of its or their respective Affiliates and (b) Seller’s Counsel may disclose to Seller and/or its Affiliates any information learned by Seller’s Counsel in the Companycourse of its representation of Seller, and neither the Company nor Acquired Companies or its or their respective Affiliates in the Shareholders may waive transactions contemplated by this Agreement, whether or not such information is subject to attorney-client privilege with respect to such Privileged Communications without Shareholder Representative written consentprivilege, attorney work product protection, of Seller’s Counsel’s duty of confidentiality. Accordingly, the Purchaser Buyer and the Company its Affiliates shall not have or seek access to any Privileged Communications such communications, or to the files of Seller’s Counsel related to the Firms relating to such engagement from and after transactions contemplated by this Agreement, whether or not the ClosingClosing occurs. Without limiting the generality of the foregoing, from upon and after the Closing, (i) the Shareholders (and not the Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Shareholders (and not the Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Shareholders, on the other hand, the Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither the Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable law, and (y) advisable in the opinion of the Purchaser’s counsel, then the Purchaser shall immediately (and, in any event, within five (5) Business Days) notify the Shareholder Representative in writing so that the Shareholder Representative can seek a protective order.Seller’s