Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It is acknowledged by (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each of Company Law Firm will be permitted in the parties hereto that future, after the Stockholder Representatives may retain existing special counsel Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company (“Counsel”) or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to act as its be represented by independent counsel in connection with the transactions contemplated herebyTransactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The Acquiror parties acknowledge and Sub hereby agree that, in for the event that a dispute arises purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Stockholder Representatives Sellers Representative and may the Sellers, shall be controlled by the Stockholder Representatives Sellers Representative and the Sellers and shall not pass to or be claimed by the AcquirorSPAC, Sub, OpCo or the Company or its the Company Subsidiaries. Notwithstanding the foregoing; provided, in the event further, that nothing contained herein shall be deemed to be a dispute arises between the Acquiror, Sub, waiver by the Company or any of its Subsidiaries affiliates (including, after the Closing, SPAC, OpCo and a their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party party. (b) The parties agree that, notwithstanding the fact that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (the “SPAC Law Firm”) may have, prior to the Closing, represented SPAC, OpCo or Sponsor in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented SPAC and/or its affiliates in connection with matters other than a party the Transactions, the SPAC Law Firm will be permitted in the future, after the Closing, to represent Sponsor, Energy Spectrum or their respective affiliates in connection with matters in which such persons are adverse to SPAC or any of its affiliates, including any disputes arising out of, or related to, this Agreement. The Company and each Seller, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with SPAC Law Firm’s future representation of one or more of the Sponsor, Energy Spectrum or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by the SPAC Law Firm of SPAC, OpCo, Sponsor or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, Sponsor and Energy Spectrum shall be deemed the clients of the SPAC Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its affiliates (including, after the Closing, the Company and its Subsidiaries respective affiliates) of any applicable privileges or protections that can or may assert the attorney or solicitor-client privilege be asserted to prevent disclosure of confidential any such communications by Counsel to such any third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives. [Signature Page Follows.]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to (a) SPAC and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the Acquiror and Sub one hand, and the Stockholder RepresentativesCompany, Counsel PubCo, Merger Sub 1, Merger Sub 2, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent the Stockholder Representatives Sponsor in such dispute even though the interests of the Stockholder Representatives Sponsor may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesSPAC, and even though Counsel such counsel may have represented the Company or its Subsidiaries SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company SPAC and/or Sponsor. All communication between or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Prior SPAC Counsel, on the Companyone hand, its Subsidiaries and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Stockholder Representatives and may Sponsor, shall be controlled by the Stockholder Representatives Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the AcquirorSurviving Corporation following the Closing. Notwithstanding the foregoing, Subany privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing. (b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC, PubCo and the Nettar Companies, that all communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the Company “SPAC Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Nettar Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Nettar Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Subsidiaries. Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC, PubCo or the AcquirorNettar Companies, Subon the one hand, the Company or its Subsidiaries and a third party other than a party to this Agreement after Sponsor, on the Closingother hand, the Company and its Subsidiaries Sponsor may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Company nor its Subsidiaries Nettar Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the Stockholder Representativesevent that SPAC, PubCo or the Nettar Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, PubCo shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this Section 11.18) so that Sponsor can seek a protective order and SPAC, PubCo and the Nettar Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, PubCo or any Nettar Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and SPAC, PubCo and the Nettar Companies after the Closing, (i) to the extent that SPAC or, after the Closing, PubCo or the Nettar Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 11.18, and (b) neither SPAC, PubCo nor the Nettar Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC, PubCo or any Nettar Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC, PubCo or the Nettar Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇ Traurig LLP (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the Nettar Companies (collectively, the “Company Advised Parties”) prior to and after the Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company Sellers have retained ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“Counsel”"SE") to act as its counsel in connection with the transactions contemplated herebyby this Agreement. The Acquiror and Sub hereby agree ▇▇▇▇▇▇▇▇▇ agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder RepresentativesParties, Counsel SE may represent the Stockholder Representatives Sellers in such dispute even though the interests of the Stockholder Representatives Sellers may be directly adverse to Purchaser or the Acquiror, Sub, the Company or its SubsidiariesAcquired Companies, and even though Counsel SE may have represented any of the Company or its Subsidiaries Acquired Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or the Acquiror, Sub, the Company or its SubsidiariesAcquired Companies. Acquiror and Sub ▇▇▇▇▇▇▇▇▇ further agree agrees that, as to all communications among CounselSE, the CompanyAcquired Companies, its Subsidiaries and the Stockholder Representatives Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives Sellers and shall will not pass to or be claimed by Purchaser or the Acquiror, Sub, the Company or its SubsidiariesAcquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Acquiror, Sub, the Company or its Subsidiaries Acquired Companies and a third party other than a party to this Agreement Party after the Closing, the Company and its Subsidiaries Acquired Companies may assert the attorney or solicitor-client privilege on behalf of Sellers to prevent disclosure of confidential communications by Counsel SE to such third party; provided, however, that neither the Company nor its Subsidiaries Acquired Companies may not waive such privilege without the prior written consent of the Stockholder RepresentativesSellers.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) have retained ▇▇▇▇▇▇▇ Procter LLP to act as its the Representatives’ counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Sub Acquisition Subsidiary hereby agree that, in the event that a dispute arises after the Closing between the Acquiror Parent and Sub its Subsidiaries on the one hand, and the Stockholder RepresentativesRepresentatives and the Unitholders on the other hand, Counsel ▇▇▇▇▇▇▇ Procter LLP may represent the Stockholder Representatives and Unitholders in such dispute even though the interests of the Stockholder Representatives and Unitholders may be directly adverse to the AcquirorParent, Sub, the Company or and its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇ Procter LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Surviving Company or its Subsidiaries. Acquiror Parent and Sub Acquisition Subsidiary further agree that, as to all communications among Counsel▇▇▇▇▇▇▇ Procter LLP, the Company, its Subsidiaries and Subsidiaries, the Stockholder Representatives and/or any Unitholder that relate in any way specifically and solely to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence as the same relate or apply to any specific communications as between the Company or any Subsidiary of the Company and ▇▇▇▇▇▇▇ Procter LLP belongs to the Stockholder Representatives and the Unitholders and the same may be controlled by the Stockholder Representatives and Unitholders and shall not pass to or be claimed by the AcquirorParent, SubAcquisition Subsidiary, the Surviving Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Surviving Company or and its Subsidiaries on the one hand and a third party other than the Representatives or a party to this Agreement after Unitholder, on the Closingother hand, Parent, the Surviving Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Seller and the Stockholder Representatives may retain existing special counsel to the Company Representative have retained U▇▇▇▇ & Berne LLP (“CounselU&B”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that U&B has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of U&B for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Parent hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Parent and the Stockholder RepresentativesRepresentative (on behalf of the Stockholders), Counsel U&B may represent the Stockholder Representatives Representative in such dispute even though the interests of the Stockholder Representatives Representative may be directly adverse to the Acquiror, SubParent, the Company other Stockholders, the Surviving Entity or its Subsidiaries, and even though Counsel U&B may have represented the Company Surviving Entity or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubParent, the Company Surviving Entity or its Subsidiaries. Acquiror and Sub Parent further agree agrees that, as to all communications among Counsel, the Company, its Subsidiaries U&B and the Stockholder Representatives Surviving Entity, any Subsidiary thereof and/or the Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Representative and may be controlled by the Stockholder Representatives Representative and shall not pass to or be claimed by the Acquiror, SubParent, the Company Surviving Entity or its Subsidiariesany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company Surviving Entity or its Subsidiaries any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries Surviving Entity or such Subsidiary may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel U&B to such third party; provided, however, that neither the Company Surviving Entity nor its Subsidiaries such Subsidiary may waive such privilege without the prior written consent of U&B, as applicable. U&B is an intended third party beneficiary of this Section 10.16 and shall be entitled to rely on the Stockholder Representativesprovisions hereof.

Conflicts and Privilege. It is acknowledged by each Each Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Meritas Companies) agrees that, notwithstanding any current or prior representation of the parties hereto Meritas Companies by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Sellers’ Firm”), such Sellers’ Firm shall be allowed to represent the Sellers in any matters and disputes adverse to such Buyer Party and/or the Meritas Companies that relate to this Agreement or the Stockholder Representatives other Transaction Agreements or the Transaction. Each Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Meritas Companies) hereby (a) waives any claim that such Buyer Party or any of the Meritas Companies has or may retain existing special counsel to have that any of the Company Sellers’ Firm has a conflict of interest or is otherwise prohibited from engaging in such representation and (“Counsel”b) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree agrees that, in the event that if a dispute arises after the Closing between such Buyer Party or any Meritas Company, on the Acquiror one hand, and Sub and a Seller, on the Stockholder Representativesother hand, Counsel then the Sellers’ Firm may represent the Stockholder Representatives such Seller in such dispute even though the interests of the Stockholder Representatives one or more of such Persons may be directly adverse to the Acquiror, Sub, the such Buyer Party or such Meritas Company or its Subsidiaries, and even though Counsel the Sellers’ Firm may have represented the such Meritas Company or its Subsidiaries in a matter substantially related to such dispute. Each Buyer Party, or may on behalf of itself and its respective Affiliates (which, for this purpose, shall be handling ongoing matters for deemed to include the AcquirorMeritas Companies), Sub, the Company or its Subsidiaries. Acquiror and Sub further agree also agrees that, as to all communications between or among Counselthe Sellers’ Firm and the Sellers and the Meritas Companies (with respect to the Meritas Companies, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the Transaction or any other Transaction Agreement, and (ii) do not include advice (other than with respect to or in anticipation of the Transaction or any other Transaction Agreement) regarding the business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Meritas Companies, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives Sellers and shall not pass to or be claimed by such Buyer Party or the Acquiror, Sub, the Company or its SubsidiariesMeritas Companies. Notwithstanding the foregoing, in the event that if a dispute arises between the AcquirorBuyer Parties or any of the Meritas Companies, Subon the one hand, the Company or its Subsidiaries and a third party other than (and unaffiliated with) a party to this Agreement Seller, on the other hand, after the Closing, then such Meritas Company (to the Company and its Subsidiaries extent applicable) may assert the attorney or solicitorattorney-client privilege to prevent disclosure to such third party of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Firm.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to (a) SPAC and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the Acquiror and Sub one hand, and the Stockholder RepresentativesCompany, Counsel PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb & Loeb LLP (or any of its successors) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent the Stockholder Representatives Sponsor in such dispute even though the interests of the Stockholder Representatives Sponsor may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesSPAC, and even though Counsel such counsel may have represented the Company or its Subsidiaries SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company SPAC and/or Sponsor. All communication between or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Prior SPAC Counsel, on the Companyone hand, its Subsidiaries and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Stockholder Representatives and may Sponsor, shall be controlled by the Stockholder Representatives Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the AcquirorSurviving Corporation following the Closing. Notwithstanding the foregoing, Subany privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing. (b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC, PubCo and the Caravelle Companies, that all communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the Company “SPAC Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Subsidiaries. Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC, PubCo or the AcquirorCaravelle Companies, Subon the one hand, the Company or its Subsidiaries and a third party other than a party to this Agreement after Sponsor, on the Closingother hand, the Company and its Subsidiaries Sponsor may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Company nor its Subsidiaries Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the Stockholder Representativesevent that SPAC, PubCo or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, PubCo shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this Section 11.18) so that Sponsor can seek a protective order and SPAC, PubCo and the Caravelle Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, PubCo or any Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and SPAC, PubCo and the Caravelle Companies after the Closing, (i) to the extent that SPAC or, after the Closing, PubCo or the Caravelle Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 11.18, and (b) neither SPAC, PubCo nor the Caravelle Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC, PubCo or any Caravelle Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC, PubCo or the Caravelle Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that ▇▇▇ ▇▇ Law Offices LLC has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of the Original Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (together with ▇▇▇ ▇▇ Law Office LLC, “Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the Caravelle Companies (collectively, the “Company Advised Parties”) prior to and after the Closing. (g) SPAC further agrees that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the Caravelle Companies, or PubCo or the Acquisition Entities or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Company Deal Communications”) shall be deemed to be retained and owned collectively by the Company Advised Parties, shall be controlled by Surviving Corporation on behalf of the Caravelle Companies and shall not pass to or be claimed by SPAC. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Surviving Corporation and the Company, shall be controlled by Surviving Corporation on behalf of the Company and shall not pass to or be claimed by SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (h) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Caravelle Companies, PubCo or the Acquisition Entities, on the one hand, and a third party other than Sponsor, on the other hand, SPAC or the Caravelle Companies may assert the attorney-client privilege to prevent the disclosure of the Privileged Company Deal Communications to such third party; provided, however, that neither SPAC nor the Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, SPAC shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Surviving Corporation in writing (including by making specific reference to this Section 11.8) so that Surviving Corporation can seek a protective order and SPAC agrees to use all commercially reasonable efforts to assist therewith. (i) To the extent that files or other materials maintained by Prior Company Counsel constitute property of its clients, only Surviving Corporation and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (j) SPAC agrees (i) to the extent that SPAC receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 11.18, and (b) SPAC shall not assert any claim that any of the Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Surviving Corporation waive the attorney-client or other privilege, or by otherwise asserting that SPAC has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholder Representative or the Securityholders may retain existing special counsel to the Company ▇▇▇▇▇▇▇ Procter LLP (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Buyer and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Buyer and Merger Sub, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSecurityholder Representative or the Securityholders, on the other hand, Counsel may represent the Stockholder Representatives Securityholder Representative and/or the Securityholders in such dispute even though the interests of the Stockholder Representatives Securityholder Representative and/or the Securityholders may be directly adverse to Buyer, Merger Sub or the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, Merger Sub or the Acquiror, Sub, the Company or its SubsidiariesCompany. Acquiror Buyer and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries the Securityholders and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and/or the Securityholders (as applicable) and may be controlled by the Stockholder Representatives Securityholder Representative and/or the Securityholders and shall not pass to or be claimed by Buyer, Merger Sub or the Acquiror, Sub, the Company or its SubsidiariesCompany. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, Sub, Merger Sub or the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Shareholders’ Representative and some or all of the Company other Common Equity Holders have retained Proskauer Rose LLP (“CounselProskauer”) to act as its their counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises under this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby after the Closing between Parent and its Subsidiaries on the Acquiror and Sub one hand, and the Stockholder RepresentativesShareholders’ Representative and/or any Common Equity Holder on the other hand, Counsel Proskauer may represent the Stockholder Representatives Shareholders’ Representative and any or all Common Equity Holders in such dispute even though the interests of the Stockholder Representatives Common Equity Holders may be directly adverse to the Acquiror, SubParent, the Company or its Surviving Corporation and their respective Subsidiaries, and even though Counsel Proskauer may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among CounselProskauer, the Company, its Subsidiaries and Subsidiaries, the Stockholder Representatives Shareholders’ Representative and/or any Common Equity Holder that relate in any way to the transactions contemplated by this AgreementAgreement or the other Transaction Documents, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Shareholders’ Representative and the Common Equity Holders and may be controlled by the Stockholder Representatives Shareholders’ Representative and Common Equity Holders and shall not pass to or be claimed by the AcquirorParent, Merger Sub, the Company Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company or Surviving Corporation and its Subsidiaries on the one hand and a third party other than the Shareholders’ Representative or a party to this Agreement after Common Equity Holder, on the Closingother hand, Parent, the Company Surviving Corporation and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of such confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company nor Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesShareholders’ Representative. Other than as explicitly set forth in this Section 8.18, the parties hereto acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Surviving Corporation, and not the Shareholders’ Representative and the Common Equity Holders, after Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) Stockholders’ Representative has retained ▇▇▇▇▇▇▇ to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Sub MergerCo hereby agree that, in the event that a dispute arises after the Closing between Parent, the Acquiror Surviving Corporation and Sub its Subsidiaries on the one hand, and the Stockholder RepresentativesStockholders’ Representative and the Stockholders on the other hand, Counsel ▇▇▇▇▇▇▇ may represent the Stockholder Representatives Stockholders’ Representative and Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders’ Representative and Stockholders may be directly adverse to the Acquiror, Sub, the Company or Surviving Corporation and its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Sub MergerCo further agree that, as to all communications among Counsel▇▇▇▇▇▇▇, the Company, its Subsidiaries and Subsidiaries, the Stockholders’ Representative and/or any Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs shall extend to the Stockholder Representatives Stockholders’ Representative and the Stockholders and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its SubsidiariesStockholders’ Representative. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company or Surviving Corporation and its Subsidiaries on the one hand and a third party other than a party to this Agreement after the ClosingStockholders’ Representative or an Stockholder, on the other hand, Parent, the Company Surviving Corporation and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company nor Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company Sellers’ Representative has retained ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Counsel▇▇▇▇▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated herebyTransactions. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror Buyer, Holdco and Sub its Subsidiaries on the one hand, and the Stockholder RepresentativesSellers’ Representative and the Sellers on the other hand, Counsel ▇▇▇▇▇▇▇▇▇ may represent the Stockholder Representatives Sellers’ Representative and the Sellers in such dispute even though the interests of the Stockholder Representatives Sellers’ Representative and the Sellers may be directly adverse to the Acquiror, Sub, the Company or Holdco and its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇▇▇ may have represented the Company Holdco or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Holdco or its Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among Counsel▇▇▇▇▇▇▇▇▇, Holdco, its Subsidiaries, the Company, its Subsidiaries and the Stockholder Representatives Sellers’ Representative and/or any Seller that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers’ Representative and the Sellers and may be controlled by the Stockholder Representatives Sellers’ Representative and the Sellers and shall not pass to or be claimed by the AcquirorBuyer, Sub, the Company Holdco or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, Sub, the Company or Holdco and its Subsidiaries on the one hand and a third party other than the Sellers’ Representative or a party to this Agreement after Seller on the Closingother hand, the Company Buyer, Holdco and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor Buyer, Holdco or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that each of the Stockholder Representatives may retain existing special counsel to the Company Securityholders’ Representative and SupplyPike has retained ▇▇▇▇▇▇▇ Procter LLP (“Counsel▇▇▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated herebyContemplated Transactions. The Acquiror Parent and Merger Sub hereby agree that, that in the event that a dispute arises after the Closing between Parent or any of its Subsidiaries, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSecurityholders’ Representative or any of the Securityholders or SupplyPike, Counsel on the other hand, ▇▇▇▇▇▇▇ may represent the Stockholder Representatives Securityholders’ Representative, Securityholders and/or SupplyPike in such dispute even though the interests of the Stockholder Representatives Securityholders’ Representative, Securityholders and/or SupplyPike may be directly adverse to the Acquiror, Sub, the Company Parent or any of its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications between or among Counsel▇▇▇▇▇▇▇, on the one hand, and the Company, its Subsidiaries and the Stockholder Representatives Securityholders’ Representative, any Securityholder and/or SupplyPike, on the other hand, that relate in any way to the transactions contemplated by this AgreementContemplated Transactions or a similar transaction prior to the Closing, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholders’ Representative and the Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and may be controlled by the Stockholder Representatives Securityholders’ Representative and Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and shall not pass to or be claimed by the AcquirorParent, Merger Sub, the Company Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company Surviving Corporation or any of its Subsidiaries Subsidiaries, on the one hand, and a third party other than the Securityholders’ Representative, a party to this Agreement after Securityholder or SupplyPike, on the Closingother hand, Parent, the Company and Surviving Corporation or any of its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company nor Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholders’ Representative, or with respect to matters under the SupplyPike Agreements, SupplyPike.

Conflicts and Privilege. It is acknowledged by each Each of the parties Parties hereto acknowledges and agrees that the Stockholder Representatives may retain existing special ▇▇▇▇▇▇▇ Procter LLP (“▇▇▇▇▇▇▇”) has acted as counsel to the Company (“Counsel”) to act as its counsel Entities, their Subsidiaries and the Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. The Acquiror Purchaser hereby consents and Sub hereby agrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Company Entities and their Subsidiaries to consent and agree thatto and irrevocably waive and not assert any conflict of interest arising from or in connection with, in ▇▇▇▇▇▇▇ representing the event that a dispute arises Seller after the Closing between the Acquiror and Sub and the Stockholder RepresentativesClosing, Counsel may represent the Stockholder Representatives including with respect to disputes in such dispute even though which the interests of the Stockholder Representatives Seller may be directly adverse to the AcquirorPurchaser and its Affiliates (including the Company Entities and their Subsidiaries). The Purchaser further agrees, Subon behalf of itself and, after the Closing, on behalf of the Company Entities and their Subsidiaries, that all communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇▇, the Seller, the Company or its Entities and/or any of their Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such disputeany of their respective directors, officers, employees or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives other representatives that relate in any way to the transactions contemplated by this Agreementnegotiation, documentation and consummation of the Transaction (collectively, the attorney or solicitor-client privilege “Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the Stockholder Representatives and may owned by Seller, shall be controlled by the Stockholder Representatives Seller, and shall not pass to or be claimed by the Acquiror, SubPurchaser, the Company Entities or its any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorPurchaser, Subany Company Entity or a Subsidiary, on the Company or its Subsidiaries one hand, and a third party other than a party to this Agreement after the ClosingSeller, on the other hand, the Purchaser, the Company and its Entities or the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged Deal Communications to such third party; provided, however, that neither none of the Purchaser, the Company nor its Subsidiaries Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the Stockholder Representativesevent that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by ▇▇▇▇▇▇▇ constitute property of its clients, only Seller shall hold such property rights and ▇▇▇▇▇▇▇ shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (i) intentionally access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Seller waive the attorney-client or other privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from ▇▇▇▇▇▇▇. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Privileged Deal Communications, all other confidential and privileged information relating to the Company Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, Purchaser shall have full rights with respect thereto.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company Companies and Shareholder have retained Nyemaster G▇▇▇▇ P.C. (“Shareholder’s Counsel”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that Shareholder’s Counsel has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of Shareholder’s Counsel for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Parent hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Parent and the Stockholder RepresentativesShareholder, Shareholder’s Counsel may represent the Stockholder Representatives Shareholder in such dispute even though the interests of the Stockholder Representatives Shareholder may be directly adverse to Parent or the Acquiror, Sub, the Company or its SubsidiariesCompanies, and even though Shareholder’s Counsel may have represented the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Parent or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Acquiror and Sub Parent further agree agrees that, as to all communications among Counsel, the Company, its Subsidiaries Shareholder’s Counsel and the Stockholder Representatives Companies and the Shareholder that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Shareholder and may be controlled by the Stockholder Representatives Shareholder and shall not pass to or be claimed by Parent or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Acquiror, Sub, the Company or its Subsidiaries Companies and a third party Person other than a party to this Agreement after the Closing, the Company and its Subsidiaries Companies may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Shareholder’s Counsel to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Companies may waive such privilege without the prior written consent of the Stockholder RepresentativesShareholder.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to Sellers and the Company Corporation have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Sellers’ Counsel”) to act as its their counsel in connection with the transactions contemplated herebyTransactions. The Acquiror and Sub Purchaser hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror Purchaser (on the one hand) and Sub and any of the Stockholder RepresentativesSellers (on the other hand), the Sellers’ Counsel may represent the Stockholder Representatives Sellers in such dispute even though the interests of the Stockholder Representatives Sellers may be directly adverse to the Acquiror, SubPurchaser, the Company Corporation or its Subsidiariesany other of the Acquired Entities, and even though Sellers’ Counsel may have represented the Company Corporation or its Subsidiaries any other of the Acquired Entities in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubPurchaser, the Company Corporation or its Subsidiariesany other of Acquired Entities. Acquiror and Sub The Purchaser further agree agrees that, as to all communications among Sellers’ Counsel, the CompanyCorporation, its Subsidiaries and any other of the Stockholder Representatives Acquired Entities or the Sellers that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives Sellers and shall not pass to or be claimed by the Acquiror, SubPurchaser, the Company Corporation or its Subsidiariesany other of the Acquired Entities. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubPurchaser, the Company Corporation or its Subsidiaries any other member of the Acquired Entities and a third party other than a party Party to this Agreement after the Closing, the Company Corporation and its Subsidiaries any other of the Acquired Entities may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that neither the Company Corporation nor its Subsidiaries any other of the Acquired Entities may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers. This Section 6.21 shall survive the Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to (a) Acquiror and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, Merger Sub and/or Sponsor, on the Acquiror and Sub one hand, and the Stockholder RepresentativesCompany, Counsel on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing (“Prior Acquiror Counsel”) may represent the Stockholder Representatives Sponsor in such dispute even though the interests of the Stockholder Representatives Sponsor may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel such counsel may have represented the Company or its Subsidiaries Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. All communication between or among Prior Acquiror Counsel, on the one hand, and Acquiror, SubMerger Sub or Sponsor, on the Company or its Subsidiaries. Acquiror and Sub further agree thatother hand, as to all communications among Counsel, shall remain privileged after the Company, its Subsidiaries Closing and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Stockholder Representatives and may Sponsor, shall be controlled by the Stockholder Representatives Sponsor and shall not pass to or be claimed by Company, Acquiror or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing. (b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of Acquiror and the AEye Companies, that all communications in any form or format whatsoever between or among any of Prior Acquiror Counsel, Acquiror, SubMerger Sub or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the Company “Acquiror Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing. All Acquiror Deal Communications that are attorney-client privileged (the “Privileged Acquiror Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Subsidiaries. Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or the AcquirorAEye Companies, Subon the one hand, the Company or its Subsidiaries and a third party other than Sponsor, on the other hand, the Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged Acquiror Deal Communications to such third party. In the event that Acquiror or the AEye Companies is legally required by Governmental Order or otherwise to access or obtain a party copy of all or a portion of the Privileged Acquiror Deal Communications, Acquiror shall immediately (and, in any event, within two (2) Business Days) notify Sponsor in writing (including by making specific reference to this Agreement Section 10.18) so that Sponsor can seek a protective order and Acquiror and the AEye Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior Acquiror Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior Acquiror Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Acquiror Deal Communications by reason of any attorney-client relationship between Prior Acquiror Counsel, on the one hand, and Acquiror or any AEye Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and Acquiror and the AEye Companies after the Closing, (i) to the extent that Acquiror or, after the Closing, the AEye Companies receives or takes physical possession of any Acquiror Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither Acquiror nor the AEye Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Acquiror Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Acquiror or any AEye Company waive the attorney-client or other privilege, or by otherwise asserting that Acquiror or the AEye Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Acquiror Deal Communications from Prior Acquiror Counsel so long as such Acquiror Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that DLA Piper (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the AEye Companies after the Closing to irrevocably waive and agree not to assert, any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the AEye Companies (collectively, the “Company Advised Parties”) prior to and after the Closing. (g) Acquiror further agrees, on behalf of itself and, after the Closing, on behalf of the AEye Companies, that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the AEye Companies, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Company Deal Communications”) shall be deemed to be retained and owned collectively by the Company Advised Parties, shall be controlled by Surviving Corporation on behalf of the AEye Companies and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Surviving Corporation and the Company, shall be controlled by Surviving Corporation on behalf of the Company and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by Acquiror or any of its Subsidiaries Affiliates (including, after the Closing, the AEye Companies and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (h) Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or the AEye Companies, on the one hand, and a third party other than Sponsor, on the other hand, Acquiror or the AEye Companies may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged Company Deal Communications to such third party; provided, however, that neither Acquiror nor the Company nor its Subsidiaries AEye Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the Stockholder Representativesevent that Acquiror or the AEye Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, Acquiror shall immediately (and, in any event, within two (2) Business Days) notify Surviving Corporation in writing (including by making specific reference to this Section 10.18) so that Surviving Corporation can seek a protective order and Acquiror agrees to use all commercially reasonable efforts to assist therewith. (i) To the extent that files or other materials maintained by Prior Company Counsel constitute property of its clients, only Surviving Corporation and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the AEye Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (j) Acquiror agrees on behalf of itself and the AEye Companies after the Closing, (i) to the extent that Acquiror or, after the Closing, the AEye Companies receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither Acquiror nor the AEye Companies after the Closing shall assert any claim that any of the Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Surviving Corporation waive the attorney-client or other privilege, or by otherwise asserting that Acquiror or the AEye Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to Companies, the Company Holders, and the Seller Representative have retained ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP (“Counsel▇▇▇▇▇▇▇▇▇”) ), to act as its their counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Purchaser hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Purchaser or any of the Companies, on the one hand, and the Stockholder RepresentativesSeller Representative or any of the Company Holders on the other hand, Counsel ▇▇▇▇▇▇▇▇▇ may represent the Stockholder Representatives Seller Representative and Company Holders in such dispute dispute, even though the interests of the Stockholder Representatives Seller Representative and Company Holders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompanies, and even though Counsel ▇▇▇▇▇▇▇▇▇ may have represented one or more of the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub The Purchaser further agree agrees that, as to all communications among Counsel▇▇▇▇▇▇▇▇▇, the CompanyCompanies, its Subsidiaries and the Stockholder Representatives Seller Representative and/or any Company Holders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Seller Representative and the Company Holders and may be controlled by the Stockholder Representatives Seller Representative and Company Holders and shall not pass to or be claimed by the Acquiror, Sub, Purchaser or the Company or its SubsidiariesCompanies after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Purchaser and the Company or its Subsidiaries Companies on the one hand and a third party other than a party to this Agreement after the ClosingSeller Representative or any Company Holder, on the other hand, the Company Purchaser and its Subsidiaries the Companies may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries Purchaser or the Companies may waive such privilege without the prior written consent of the Stockholder RepresentativesSeller Representative (which consent may not be unreasonably withheld or delayed).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Companies, some or all of the Company Sellers and Selling Equityholders, and the Sellers’ Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ + ▇▇▇▇ LLP (“CounselWNJ”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that WNJ has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of WNJ for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Purchaser, the Acquiror and Sub and Sellers, the Stockholder RepresentativesSelling Equityholders or the Sellers’ Representative, Counsel WNJ may represent the Stockholder Representatives Sellers, Selling Equityholders or the Sellers’ Representative in such dispute even though the interests of the Stockholder Representatives Sellers, Selling Equityholders or Sellers’ Representative may be directly adverse to the Acquiror, SubPurchaser, the Company other Sellers, the other Selling Equityholders or its Subsidiariesthe Companies, and even though Counsel WNJ may have represented the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Acquiror and Sub Purchaser further agree agrees that, as to all communications among CounselWNJ and the Companies, the CompanySellers, its Subsidiaries and the Stockholder Representatives Selling Equityholders and/or the Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers’ Representative and may be controlled by the Stockholder Representatives Sellers’ Representative and shall not pass to or be claimed by Purchaser or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Acquiror, Sub, the Company or its Subsidiaries Companies and a third party Person other than a party to this Agreement after the Closing, the Company and its Subsidiaries Companies may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel WNJ to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Companies may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Stockholders’ Representative (on behalf of the Company Stockholders) has retained ▇▇▇▇▇ Lovells US LLP (“Counsel▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated herebyTransactions. The Acquiror Purchaser, Merger Subsidiary and Sub the Surviving Corporation hereby agree that, that in the event that a dispute arises after the Closing between Purchaser, the Acquiror and Sub Surviving Corporation and/or their respective Affiliates, on the one hand, and the Stockholder RepresentativesStockholders’ Representative and the Stockholders, Counsel on the other hand, ▇▇▇▇▇ may represent the Stockholder Representatives Stockholders’ Representative and/or the Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders’ Representative and/or the Stockholders may be directly adverse to the Acquiror, SubPurchaser, the Company or its SubsidiariesSurviving Corporation and/or their respective Affiliates, and even though Counsel ▇▇▇▇▇ may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubSurviving Corporation. Purchaser, the Company or its Subsidiaries. Acquiror and Sub Surviving Corporation and/or their respective Affiliates further agree that, as to all communications among Counsel▇▇▇▇▇, the Company, its Subsidiaries and the Stockholders’ Representative and/or any Stockholder Representatives that relate in any way directly to the transactions contemplated by this AgreementTransactions prior to the Closing, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders’ Representative and the Stockholders and may be controlled by the Stockholder Representatives Stockholders’ Representative and Stockholders and shall not pass to or be claimed by Purchaser, Merger Subsidiary, or the Acquiror, Sub, the Company or its SubsidiariesSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, and/or the AcquirorSurviving Corporation, Subon the one hand, the Company or its Subsidiaries and a third party other than the Stockholders’ Representative or a party to this Agreement after Stockholder, on the Closingother hand, Purchaser and the Company and its Subsidiaries Surviving Corporation may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Purchaser nor the Company nor its Subsidiaries Surviving Corporation may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto hereto, and Parent and Sub hereby agree, that the Stockholder Representatives may retain service of ▇▇▇▇▇▇▇ Procter LLP as existing special counsel to the Company BridgeCo (“Counsel”) shall not preclude Counsel from acting as counsel to act as its counsel the Rights Holder Representative in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a any claim or dispute arises arising under ARTICLE I of this Agreement after the Closing between the Acquiror and Sub and the Stockholder RepresentativesClosing, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives Rights Holder Representative may be directly adverse to Parent, Sub or the Acquiror, Sub, the Company or its SubsidiariesSurviving Corporation, and even though Counsel may have represented the Company or its Subsidiaries BridgeCo in a matter substantially related to such dispute, or may be handling ongoing matters for connection with the Acquiror, Sub, the Company or its Subsidiariestransactions contemplated by this Agreement. Acquiror Parent and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries BridgeCo and the Stockholder Representatives that relate Rights Holder Representative in any way to connection with the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Rights Holder Representative and may be controlled by the Stockholder Representatives Rights Holder Representative and shall not pass to or be claimed by Parent, Sub or the Acquiror, Sub, the Company or its SubsidiariesSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Sub or the Acquiror, Sub, the Company or its Subsidiaries Surviving Corporation and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries Surviving Corporation may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder RepresentativesRights Holder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Company and the Company Stockholders have retained ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“CounselFillmore”) to act as its their counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror Buyer and Sub its Subsidiaries (including the Company and its Subsidiaries) on the one hand, and the Stockholder RepresentativesStockholders and/or the Stockholders’ Representative on the other hand, Counsel relating to the transactions contemplated by this Agreement, Fillmore may represent the Stockholder Representatives Stockholders and Stockholders’ Representative in such dispute even though the interests of the Stockholder Representatives Stockholders and Stockholders’ Representative may be directly adverse to the Acquiror, Sub, the Company or Buyer and its Subsidiaries, and even though Counsel Fillmore may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among CounselFillmore, the Company, its Subsidiaries and/or the Stockholders and the Stockholder Representatives Stockholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders and may be controlled by the Stockholder Representatives Stockholders’ Representative and shall not pass to or be claimed by the Acquiror, Sub, Buyer or any of its Subsidiaries (including the Company or and its Subsidiaries) (except to prevent disclosure to any third party). Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or and its Subsidiaries on the one hand and a third party other than a party to this Agreement after the ClosingStockholders or Stockholders’ Representative on the other hand, the Buyer, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Buyer, the Company nor or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Merger Sub and the Stockholder RepresentativesSecurityholder Representative, Counsel may represent the Stockholder Representatives Securityholder Representative in such dispute even though the interests of the Stockholder Representatives Securityholder Representative may be directly adverse to the Acquiror, Sub, Merger Sub or the Company or its SubsidiariesCompany, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, Merger Sub or the Company or its SubsidiariesCompany. Acquiror and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries Company and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the Acquiror, Sub, Merger Sub or the Company or its SubsidiariesCompany. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Merger Sub or the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company Seller has retained Stikeman Elliott LLP (“Counsel”"SE") to act as its counsel in connection with the transactions contemplated herebyherein. The Acquiror and Sub hereby agree Purchaser agrees that, in the event that a dispute arises after the Closing between the Acquiror Purchaser and Sub and the Stockholder RepresentativesSeller, Counsel SE may represent the Stockholder Representatives Seller in such dispute even though the interests of the Stockholder Representatives Seller may be directly adverse to the Acquiror, Subany of Purchaser, the Company or its SubsidiariesAcquired Companies and the Non-Controlled Joint Ventures, and even though Counsel SE may have represented any of the Company or its Subsidiaries Acquired Companies and the Non-Controlled Joint Ventures in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubPurchaser, the Company or its SubsidiariesAcquired Companies and the Non-Controlled Joint Ventures. Acquiror and Sub Purchaser further agree agrees that, as to all communications among CounselSE, the CompanyAcquired Companies, its Subsidiaries the Non-Controlled Joint Ventures, Seller and the Stockholder Representatives Guarantor that relate in any way to the transactions contemplated by in this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Seller and may be controlled by the Stockholder Representatives Seller and shall not pass to or be claimed by the Acquiror, Subany of Purchaser, the Company or its SubsidiariesAcquired Companies and the Non-Controlled Joint Ventures. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubPurchaser, the Company Acquired Companies or its Subsidiaries the Non-Controlled Joint Ventures and a third party other than a party to this Agreement after the Closing, the Company Acquired Companies and its Subsidiaries the Non-Controlled Joint Ventures may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel SE to such third party; , provided, however, that neither the Company nor its Subsidiaries Acquired Companies and the Non-Controlled Joint Ventures may not waive such privilege without the prior written consent of the Stockholder RepresentativesSeller.

Conflicts and Privilege. It is acknowledged by each of the parties Parties hereto that the Securityholder Representative and the Majority Stockholder Representatives may retain existing special counsel to the Company Entity has retained ▇▇▇▇▇▇▇ Procter LLP (“Counsel▇▇▇▇▇▇▇”) to act as its their counsel and as counsel to the Company in connection with the transactions contemplated hereby. The Acquiror Purchaser and Sub the Company hereby agree that, in the event that a dispute arises after the Closing between any Purchaser Indemnified Party on the Acquiror and Sub one hand, and the Securityholder Representative and/or the Majority Stockholder RepresentativesEntity on the other hand, Counsel with respect to the Transactions, ▇▇▇▇▇▇▇ may represent the Securityholder Representative and the Majority Stockholder Representatives Entity in such dispute even though the interests of the Securityholder Representative and the Majority Stockholder Representatives Entity may be directly adverse to the Acquiror, Sub, Purchaser Indemnified Parties (including the Company or and each of its Subsidiaries), and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company or and/or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or and/or its Subsidiaries. Acquiror The Purchaser and Sub the Company further agree, and agree to cause all of the Company’s Subsidiaries to agree, that, as to all communications communications, in any form whatsoever, (x) among Counsel▇▇▇▇▇▇▇, the Company, its the Subsidiaries and of the Stockholder Representatives Company, the Securityholder Representative and/or any Seller before Closing that relate in any way to the transactions contemplated by this AgreementTransactions and (y) ▇▇▇▇▇▇▇, the attorney or solicitorSecurityholder Representative and/or any Seller after Closing (collectively, (x) and (y), the “Communications”), the attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative and the Majority Stockholder Representatives Entity and may be controlled only by the Securityholder Representative and the Majority Stockholder Representatives Entity and shall not pass to or be claimed by the AcquirorPurchaser or any Purchaser Indemnified Party (including the Company and any Subsidiary of the Company). In connection with the foregoing, SubPurchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Company and the Company’s Subsidiaries to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (a) ▇▇▇▇▇▇▇’▇ representation of the Company and/or the Company’s Subsidiaries prior to the Closing with respect to the Transactions and (b) ▇▇▇▇▇▇▇’▇ representation of the Stockholder Representative and the Majority Stockholder Entity prior to and after the Closing. To the extent that files or other materials maintained by ▇▇▇▇▇▇▇ constitute property of its clients that are or relate to Communications, only the Stockholder Representative and the Majority Stockholder Entity shall hold such property rights and ▇▇▇▇▇▇▇ shall have no duty to reveal or disclose any such files or other materials or any Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇, on the one hand, and Purchaser, the Company or its the Company’s Subsidiaries, on the other hand. Notwithstanding the foregoingPurchaser agrees that it will not, in the event and that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, it will cause the Company and its the Company’s Subsidiaries may assert not to, (i) access or use the attorney Communications, including by way of review of any electronic data, communications or solicitor-client privilege other information, or by seeking to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither have the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.Securityholder Representative or Majority

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Parties hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder RepresentativesBuyer or any Seller, Counsel Sellers’ Representative or any of their Affiliates, ▇▇▇▇▇▇▇ may represent the Stockholder Representatives such Seller, Sellers’ Representative or any of their Affiliates in such dispute even though the interests of the Stockholder Representatives such Seller, Sellers’ Representative or any of their Affiliates may be directly adverse to the Acquiror, Sub, the Company Buyer or its SubsidiariesAffiliates, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company Buyer or its Subsidiaries Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Buyer or its SubsidiariesAffiliate. Acquiror Buyer further agrees, on behalf of itself and Sub further agree its Affiliates, that, as to all communications among Counsel, the Company, its Subsidiaries between ▇▇▇▇▇▇▇ and the Stockholder Representatives any Seller or Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney attorney-client, work product, business strategy or solicitor-client similar protection or privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers’ Representative and may be controlled by the Stockholder Representatives Sellers’ Representative, and shall not transfer, pass to or be claimed or controlled by the Acquiror, Sub, the Company Buyer or its SubsidiariesAffiliates notwithstanding the transfer of Assets hereunder; provided that Seller shall not waive such attorney-client privilege other than to the extent it deems appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company Buyer or its Subsidiaries Affiliate and a third party Person other than a party to this Agreement any Seller, Sellers’ Representative or any of their Affiliates after the Closing, the Company and its Subsidiaries Buyer may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇▇ to such third partyPerson; provided, however, that neither the Company nor Buyer or its Subsidiaries Affiliates may not waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholder Representative may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror Parent and Merger Sub and the Stockholder RepresentativesSecurityholder Representative, Counsel may represent the Stockholder Representatives Securityholder Representative in such dispute even though the interests of the Stockholder Representatives Securityholder Representative may be directly adverse to the AcquirorParent, Merger Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorParent, Merger Sub, the Company or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the AcquirorParent, Merger Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorParent, Merger Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Company and the Company Representative have retained B▇▇▇▇▇ PLC (“CounselBodman”) to act as its their counsel in connection with the transactions Transactions contemplated herebyhereby and that Bodman has not acted as counsel for any other party in connection with the Transactions contemplated hereby and that none of the other parties has the status of a client of Bodman for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and Buyer or the Stockholder RepresentativesRepresentative, Counsel Bodman may represent the Stockholder Representatives Representative in such dispute even though the interests of the Stockholder Representatives Representative may be directly adverse to the AcquirorBuyer, Subthe other Stockholders, the Company or its the Subsidiaries, and even though Counsel Bodman may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubBuyer, the Company or its the Subsidiaries. Acquiror and Sub Buyer further agree agrees that, as to all communications among Counsel, Bodman and the Company, its the Subsidiaries and and/or the Stockholder Representatives Representative that relate in any way to the transactions Transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Representative and may be controlled by the Stockholder Representatives Representative and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company or its the Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its the Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Bodman to such third party; provided, however, that neither the Company nor its the Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesRepresentative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to ACAS, ACEI, ACEII, the Company and the Securityholder Representative have retained PB and A▇▇▇▇▇ & P▇▇▇▇▇ LLP (“CounselAP”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and Buyer, ACAS, ACEI, ACEII or the Stockholder RepresentativesSecurityholder Representative, Counsel PB or AP may represent ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative may be directly adverse to Buyer, the Acquiror, Subother Securityholders, the Company or its the Subsidiaries, and even though Counsel PB or AP, as applicable, may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubBuyer, the Company or its the Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among Counsel, PB or AP and the Company, its Subsidiaries and any Subsidiary, ACAS, ACEI, ACEII and/or the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company or its Subsidiariesany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its Subsidiaries any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries or such Subsidiary may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel PB or AP to such third party; provided, however, that neither the Company nor its Subsidiaries such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the Stockholder Representativesprovisions hereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholders’ Representative may retain existing special counsel to the Company Fenwick & West LLP (“CounselFenwick”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Buyer and Sub Merger Subs hereby agree that, that in the event that a dispute under this Agreement related to the transactions contemplated hereby arises after the Closing between Buyer and its subsidiaries, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSecurityholders’ Representative and the Company Securityholders, Counsel on the other hand, Fenwick may represent the Stockholder Representatives Securityholders’ Representative and/or Company Securityholders in such dispute even though the interests of the Stockholder Representatives Securityholders’ Representative and/or Company Securityholders may be directly adverse to the Acquiror, Sub, the Company or Buyer and its Subsidiariessubsidiaries, and even though Counsel Fenwick may have represented the Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) Fenwick is then representing Buyer, Merger Subs, or may be handling ongoing matters for any of their respective Affiliates or any successor or assign of any of the Acquiror, Subforegoing (collectively, the “Buyer Group”) and (b) such representation of such member of the Buyer Group would require Fenwick to either refrain from representing the Securityholders’ Representative and/or Company Securityholders or its Subsidiariesobtain the informed consent of the Securityholders’ Representative and/or Company Securityholders and the applicable member of the Buyer Group under applicable Law or applicable ethical standards governing attorney conduct. Acquiror Buyer and Sub Merger Subs further agree that, as to all communications among Counsel, the Company, its Subsidiaries Fenwick and the Stockholder Representatives Company that relate in any way to the transactions contemplated by this Agreementhereby prior to the Closing (the “Protected Communications”), the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs with respect to the Stockholder Representatives Protected Communications (the “Associated Rights”) belong to the Securityholders’ Representative and the Company Securityholders and may be controlled by the Stockholder Representatives Securityholders’ Representative and Company Securityholders and shall not pass to or be claimed by the AcquirorBuyer, SubMerger Subs, the Final Surviving Entity or any of its subsidiaries; provided, however, the Parties expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among Fenwick and the Company: (i) relating to Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company or its Subsidiariesprior to the Closing. Notwithstanding the foregoing, (x) in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its Subsidiaries Final Surviving Entity, on the one hand, and a third party other than the Securityholders’ Representative or a party to this Agreement after Company Securityholder, on the Closingother hand, Buyer, the Company Final Surviving Entity and its Subsidiaries subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Buyer, the Company nor Final Surviving Entity or its Subsidiaries subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholders’ Representative and (y) if Buyer is legally required by judgment, order or decree of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such judgment, order or decree.

Conflicts and Privilege. It is acknowledged by each Each of the parties hereto acknowledges and agrees that the Stockholder Representatives may retain existing special ▇▇▇▇▇▇ ▇▇▇▇ LLP (“Tonkon”) has acted as counsel to the Company (“Counsel”) to act as its counsel Company, Shareholder Representative, Seller, and each of the Shareholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. The Acquiror . (a) Buyer hereby consents and Sub hereby agrees to, and agrees to cause, the Company to consent and agree thatto, in Tonkon representing the event that a dispute arises Shareholder Representative, Seller, and/or any of the Shareholders (collectively, the “Seller Parties”) after the Closing between the Acquiror and Sub and the Stockholder RepresentativesClosing, Counsel may represent the Stockholder Representatives including, without limitation, with respect to disputes in such dispute even though which the interests of the Stockholder Representatives Seller Parties may be directly adverse to Buyer and its subsidiaries (including the AcquirorCompany). In connection with the foregoing, SubBuyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or its Subsidiaries, and even though Counsel may have represented in connection with (i) Tonkon’s prior representation of the Company or its Subsidiaries in a matter substantially related to such disputeand (ii) Tonkon’s representation of the Shareholder Representative, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries Seller and the Stockholder Representatives that relate in any way Shareholders prior to and after the Closing, including the communication by Tonkon to the transactions contemplated by Seller Parties in connection with any such representation. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the attorney or solicitorTransaction Documents and the transactions contemplated hereby and thereby. Nothing in this Section 10.15 shall constitute a waiver of any attorney-client privilege or any privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents, and the expectation transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis a vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client confidence belongs information of the Company other than as it pertains to Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. (b) In addition, all communications involving attorney-client confidences between the Company, Seller, the Shareholders or the Shareholder Representative, on the one hand, and Tonkon, on the other hand, in the course of the negotiation and documentation of this Agreement and the Transaction Documents shall be deemed to be attorney-client confidences that belong solely to the Stockholder Representatives Seller, the Shareholders and the Shareholder Representative (and not the Company) and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, SubSeller, the Company or its SubsidiariesShareholders and the Shareholder Representative. Notwithstanding Without limiting the generality of the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries upon and a third party other than a party to this Agreement after the Closing, the Company Seller, the Shareholders and its Subsidiaries may assert the attorney or solicitorShareholder Representative and their Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure the negotiation and documentation of confidential communications by Counsel to such third party; providedthis Agreement and the Transaction Documents, however, that neither and the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representativesshall not be a holder thereof.

Conflicts and Privilege. It From and after the Closing Date, it is acknowledged by each of the parties hereto possible that the Stockholder Representatives may retain existing special counsel to the Company ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP. (“Company Counsel”) to act as its counsel will represent Sellers, Real Property Owners or other related Persons (individually and collectively, the “Seller Group”), in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree thatEscrow Amount, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by herein or in the Escrow Agreement, and any claims made pursuant to this Agreement, the attorney Escrow Agreement or solicitorother Transaction Documents. Buyers and the Companies hereby agree that Company Counsel (or any successor thereof) may represent the Seller Group in the future to the extent related directly to issues that may arise under this Agreement, the Escrow Agreement, the Transition Services Agreement, the Leases, the other Transaction Documents, the administration of the Escrow Amount, and any claims that may be made thereunder pursuant to this Agreement, the Escrow Agreement, or the other Transaction Documents (“Indemnification Matters”). As to all privileged communications prior to the Closing Date between or among Company Counsel, Sellers or the Companies to the extent directly related to the Indemnification Matters, the attorney-client privilege and the expectation of client confidence belongs to with the Stockholder Representatives and may be controlled by the Stockholder Representatives and Companies shall not pass to or be claimed by the Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third partyor limit Company Counsel’s representation hereunder; provided, however, that neither the Company Companies nor its Subsidiaries may Buyers waive such privilege without the prior written consent attorney-client privilege. Company Counsel (or any successor thereof) may serve as counsel to all or a portion of the Stockholder Representatives.Seller Group or any member, manager, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with of the Indemnification Matters; provided that in connection with the representation of Seller Group in any Indemnification Matter, no Company Counsel attorney will take any action that would reasonably be expected to jeopardize or waive attorney-client privilege or any other privilege of Buyers, the Companies, or any of their respective Affiliates. Buyers and the Companies each consent to such representation, and acknowledges that such consent voluntary. 66 Capital Pumping

Conflicts and Privilege. It is acknowledged by each of The Parent and the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Surviving Corporation hereby agree that, in the event that a dispute arises after the Closing between Parent or the Acquiror and Sub Surviving Corporation or any Company Subsidiary and the Stockholder RepresentativesSecurityholders’ Representative (or any Company Securityholder), Counsel Winston & ▇▇▇▇▇▇ LLP may represent the Stockholder Representatives Securityholders’ Representative or the Company Securityholder in such dispute even though the interests of the Stockholder Representatives Securityholders’ Representative or the Company Securityholder may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel Winston & ▇▇▇▇▇▇ LLP may have represented the Company or its Subsidiaries a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubSurviving Corporation or its Affiliates. Parent, the Securityholders’ Representative and the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counselbetween Winston & ▇▇▇▇▇▇ LLP, the Company, its Subsidiaries the Securityholders’ Representative and the Stockholder Representatives Company Securityholders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholders’ Representative and the Company Securityholders and may be controlled by the Stockholder Representatives Securityholders’ Representative and the Company Securityholders, and shall not pass to or be claimed or controlled by the Acquiror, Sub, Surviving Corporation or Parent; provided that neither the Securityholders’ Representative nor the Company Securityholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Parent or the Company or its Subsidiaries and a third party Person other than the Securityholders’ Representative or a party to this Agreement Company Securityholder after the Closing, the Company and its Subsidiaries Surviving Corporation may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Winston & ▇▇▇▇▇▇ LLP to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholders’ Representative, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each Each of the parties Parties hereto acknowledges and agrees that the Stockholder Representatives may retain existing special ▇▇▇▇▇▇▇ Procter LLP (“▇▇▇▇▇▇▇”) has acted as counsel to the Company (“Counsel”) to act as its counsel Entities, their Subsidiaries and the Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. The Acquiror Purchaser hereby consents and Sub hereby agrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Company Entities and their Subsidiaries to consent and agree thatto and irrevocably waive and not assert any conflict of interest arising from or in connection with, in ▇▇▇▇▇▇▇ representing the event that a dispute arises Seller after the Closing between the Acquiror and Sub and the Stockholder RepresentativesClosing, Counsel may represent the Stockholder Representatives including with respect to disputes in such dispute even though which the interests of the Stockholder Representatives Seller may be directly adverse to the AcquirorPurchaser and its Affiliates (including the Company Entities and their Subsidiaries). The Purchaser further agrees, Subon behalf of itself and, after the Closing, on behalf of the Company Entities and their Subsidiaries, that all communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇▇, the Seller, the Company or its Entities and/or any of their Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such disputeany of their respective directors, officers, employees or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives other representatives that relate in any way to the transactions contemplated by this Agreementnegotiation, documentation and consummation of the Transaction (collectively, the attorney or solicitor-client privilege “Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the Stockholder Representatives and may owned by Seller, shall be controlled by the Stockholder Representatives Seller, and shall not pass to or be claimed by the Acquiror, SubPurchaser, the Company Entities or its any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorPurchaser, Subany Company Entity or a Subsidiary, on the Company or its Subsidiaries one hand, and a third party other than a party to this Agreement after the ClosingSeller, on the other hand, the Purchaser, the Company and its Entities or the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged Deal Communications to such - 52 - third party; provided, however, that neither none of the Purchaser, the Company nor its Subsidiaries Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the Stockholder Representatives.event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by ▇▇▇▇▇▇▇ constitute property of its clients, only Seller shall hold such property rights and ▇▇▇▇▇▇▇ shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (i) intentionally access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Seller waive the attorney-client or other privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from ▇▇▇▇▇▇▇. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Privileged Deal Communications, all other confidential and privileged information relating to the Company Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, Purchaser shall have full rights with respect thereto. [Signatures on Next Page]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Member may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Each of Buyer and Sub Buyer Ultimate Parent hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Buyer and/or Buyer Ultimate Parent and the Stockholder RepresentativesMember, Counsel may represent the Stockholder Representatives Member in such dispute even though the interests of the Stockholder Representatives Member may be directly adverse to the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries, and even though Counsel may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries. Acquiror Each of Buyer and Sub Buyer Ultimate Parent further agree agrees that, as to all communications among Counsel, the Company, its the Subsidiaries and the Stockholder Representatives Member that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Member and may be controlled by the Stockholder Representatives Member and shall not pass to or be claimed by the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its the Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesMember.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has represented the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated herebyby this Agreement and no other Person. The Acquiror Purchaser and Sub the Company hereby agree that, in the event that a dispute arises after the Closing between Purchaser or the Acquiror Company and Sub and the Stockholder RepresentativesStockholders, Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent the Stockholder Representatives Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorCompany. Purchaser, Sub, Stockholders and the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counselbetween ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company, its Subsidiaries Company and the Stockholder Representatives Stockholders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders and may be controlled by the Stockholder Representatives Stockholders, and shall not pass to or be claimed or controlled by the Acquiror, Sub, Company; provided that Stockholders shall waive such attorney-client privilege other than to the Company extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement and the other Stockholder Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Purchaser or the Company or its Subsidiaries and a third party Person other than a party to this Agreement Stockholders after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of Stockholders’ Representative, which consent will not be unreasonably withheld. For the avoidance of doubt, no Stockholder Representativesshall be required to use ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or is otherwise agreeing to use ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP in the future and representation of Stockholders shall include Stockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of Buyer, the parties hereto that the Stockholder Representatives may retain existing special counsel to Shareholders and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between Buyer or the Acquiror and Sub Company and the Stockholder RepresentativesShareholders Agent or the Shareholders, Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may represent the Stockholder Representatives Shareholders Agent or the Shareholders in such dispute even though the interests of the Stockholder Representatives Shareholders Agent or the Shareholders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror Buyer, the Shareholders Agent, the Shareholders and Sub the Company further agree that, as to all communications among Counselbetween ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., the Company, its Subsidiaries the Shareholders Agent and the Stockholder Representatives Shareholders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Shareholders Agent and the Shareholders and may be controlled by the Stockholder Representatives Shareholders Agent and the Shareholders, and shall not pass to or be claimed or controlled by the Acquiror, Sub, Company; provided that neither the Company Shareholders Agent nor the Shareholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Buyer or the Company or its Subsidiaries and a third party Person other than the Shareholders Agent or a party to this Agreement Shareholder after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesShareholders Agent, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”a) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that If a dispute arises after the Closing between the Acquiror and Sub Purchaser or the Company (on the one hand) and the Stockholder RepresentativesStockholders (on the other hand), Counsel Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP ("Company Counsel") may represent the Stockholder Representatives Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Company Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, dispute or may be handling ongoing matters for the Acquiror, SubCompany. As to all communications between or among Company Counsel, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives Stockholders that relate in any way to the transactions contemplated by this Agreementherein, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders and may be controlled by the Stockholder Representatives Stockholders, and shall not pass to or be claimed or controlled by the AcquirorCompany; provided, Subhowever, that the Company Stockholders shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of its Subsidiariesrights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Purchaser or the Company or its Subsidiaries and a third party Person other than a party to this Agreement the Stockholders after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Company Counsel to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, shareholders, members, managers, partners, officers, employees, and Affiliates, that after the Closing, it is possible that Company Counsel will represent either or both of the Stockholders and/or their Affiliates or other related Persons (individually and collectively, the "Seller Group") in connection with the transactions contemplated herein, and any claims made pursuant to this Agreement or other documents executed in connection with the transactions contemplated herein. The Purchaser and the Company hereby agree that Company Counsel (or any successor thereof) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the other documents executed in connection with the transactions contemplated herein and any claims that may be made thereunder pursuant to this Agreement or the other documents executed in connection with the transactions contemplated herein. Company Counsel (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, shareholder, member, manager, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with any claim or obligation arising out of or relating to this Agreement or the transactions contemplated herein or therein. Each of the parties consents to such representation and waives, and shall cause its Affiliates to waive, any conflict of interest arising therefrom. Each party 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 connection with this waiver.

Conflicts and Privilege. It is acknowledged by each of the parties hereto The Buyer acknowledges and agrees that the Stockholder Representatives may retain existing special counsel to Non-ESOP Sellers and the Company (“Counsel”) to act Seller Representative shall not be precluded from retaining the services of MFS and ESOP Counsel as its counsel in connection with legal counsel, and the transactions contemplated hereby. The Acquiror and Sub hereby agree thatESOP Trustee shall not be precluded from retaining the services of Polsinelli as its legal counsel, in the event that a of any dispute arises after the Closing between the Acquiror and Sub Buyer or the Company, on the one hand, and the Stockholder RepresentativesSellers, Counsel may represent on the Stockholder Representatives in other hand, because such dispute even though concerns the interests Contemplated Transactions or whether otherwise involving the Company, notwithstanding, by itself, any result of MFS’s or ESOP Counsel’s prior representation of the Stockholder Representatives may be directly adverse Company or P▇▇▇▇▇▇▇▇▇’▇ prior representation of the ESOP Trustee. Notwithstanding the sale of the Shares to the AcquirorBuyer, Subthe Buyer agrees that neither the Buyer nor the Company shall have the right to assert (and the Buyer shall cause the Company not to assert) the attorney/client privilege as to any attorney/client privileged pre-Closing communications between the Sellers, the ESOP Trustee, the Company or any officer, director or employee of the Company (for the Company and its Subsidiariesofficers, directors and employees, only with respect to pre-Closing communications), on one hand, and even though MFS, ESOP Counsel may have represented or Polsinelli on the Company or its Subsidiaries in a matter substantially related to such disputeother hand, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreementextent that the privileged communications directly relate to the Contemplated Transactions (“Privileged Communications”), the attorney provided, however, that no Seller or solicitor-any of its Affiliates or Representatives may waive any such attorney/client privilege and the expectation or exception of client confidence belongs to in connection with any matter involving a third party without the Stockholder Representatives and may be controlled by prior written consent of the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its SubsidiariesBuyer. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company Buyer or its Subsidiaries Affiliates (including the Acquired Companies), on the one hand, and a third party other than a party to this Agreement after any Seller, on the Closingother hand, the Company Buyer and its Subsidiaries Affiliates (including the Acquired Companies) may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; party and the Buyer and the Sellers will share such privilege with respect to such Privileged Communications solely in respect of any such disputes, provided, however, that neither Buyer nor any of its Affiliates (including the Company nor its Subsidiaries Acquired Companies) may waive such privilege with respect to the Privileged Communications without the prior written consent of the Stockholder Representatives.Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Except as set forth herein, the parties hereto agree that only the Sellers shall be entitled to assert such attorney/client privilege in connection with any dispute between the parties hereto in connection with such communications following the Closing and the files generated and maintained by MFS, ESOP Counsel and Polsinelli as a result of MFS’s and ESOP Counsel’s representation of the Company and, if applicable, the Non-ESOP Sellers, and as a result of P▇▇▇▇▇▇▇▇▇’▇ representation of the ESOP Trustee, in connection with the Contemplated Transaction or any efforts to sell the Shares to the Buyer or any other Person shall be and become the exclusive property of the Sellers, as applicable. 96760364_21

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to ACAS, ACEI, ACEII, the Company and the Securityholder Representative have retained PB and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“CounselAP”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and Buyer, ACAS, ACEI, ACEII or the Stockholder RepresentativesSecurityholder Representative, Counsel PB or AP may represent ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative may be directly adverse to Buyer, the Acquiror, Subother Securityholders, the Company or its the Subsidiaries, and even though Counsel PB or AP, as applicable, may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubBuyer, the Company or its the Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among Counsel, PB or AP and the Company, its Subsidiaries and any Subsidiary, ACAS, ACEI, ACEII and/or the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company or its Subsidiariesany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its Subsidiaries any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries or such Subsidiary may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel PB or AP to such third party; provided, however, that neither the Company nor its Subsidiaries such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the Stockholder Representativesprovisions hereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that (a) the Stockholder Representatives Securityholder Representative or the Securityholders may retain existing special counsel to the Company ▇▇▇▇▇▇▇ Procter LLP (“Counsel▇▇▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror , and (b) Buyer, Merger Sub and Merger LLC hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Buyer, Merger Sub and Merger LLC, on the Stockholder Representativesone hand, Counsel and the Securityholder Representative or the Securityholders, on the other hand, ▇▇▇▇▇▇▇ may represent the Stockholder Representatives Securityholder Representative and/or the Securityholders in such dispute even though the interests of the Stockholder Representatives Securityholder Representative and/or the Securityholders may be directly adverse to the AcquirorBuyer, Merger Sub, Merger LLC or the Company or its Subsidiariesthe Surviving Company, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company or its Subsidiaries the Surviving Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiariesthe Surviving Company. Acquiror Buyer, Merger Sub and Sub Merger LLC further agree that, as to all communications among Counsel▇▇▇▇▇▇▇, the Company, its Subsidiaries the Securityholders and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and/or the Securityholders (as applicable) and may be controlled by the Stockholder Representatives Securityholder Representative and/or the Securityholders and shall not pass to or be claimed by the AcquirorBuyer, Merger Sub, Merger LLC, the Surviving Company or its Subsidiariesthe Company, to the Surviving Company or to the First-Step Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, Merger Sub, Merger LLC or the Surviving Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Surviving Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇▇ to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to (a) SPAC and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the Acquiror and Sub one hand, and the Stockholder RepresentativesCompany, Counsel PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb & Loeb LLP (or any of its successors) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent the Stockholder Representatives Sponsor in such dispute even though the interests of the Stockholder Representatives Sponsor may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesSPAC, and even though Counsel such counsel may have represented the Company or its Subsidiaries SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company SPAC and/or Sponsor. All communication between or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Prior SPAC Counsel, on the Companyone hand, its Subsidiaries and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Stockholder Representatives and may Sponsor, shall be controlled by the Stockholder Representatives Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the AcquirorSurviving Corporation following the Closing. Notwithstanding the foregoing, Subany privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing. (b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC, PubCo and the Caravelle Companies, that all communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the Company “SPAC Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Subsidiaries. Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC, PubCo or the AcquirorCaravelle Companies, Subon the one hand, the Company or its Subsidiaries and a third party other than a party to this Agreement after Sponsor, on the Closingother hand, the Company and its Subsidiaries Sponsor may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Company nor its Subsidiaries Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the Stockholder Representativesevent that SPAC, PubCo or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, PubCo shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this Section 11.18) so that Sponsor can seek a protective order and SPAC, PubCo and the Caravelle Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, PubCo or any Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and SPAC, PubCo and the Caravelle Companies after the Closing, (i) to the extent that SPAC or, after the Closing, PubCo or the Caravelle Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 11.18, and (b) neither SPAC, PubCo nor the Caravelle Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC, PubCo or any Caravelle Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC, PubCo or the Caravelle Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that ▇▇▇ ▇▇ Law Offices LLC (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the Caravelle Companies (collectively, the “Company Advised Parties”) prior to and after the Closing. (g) SPAC further agrees that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the Caravelle Companies, or PubCo or the Acquisition Entities or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Company Deal Communications”) shall be deemed to be retained and owned collectively by the Company Advised Parties, shall be controlled by Surviving Corporation on behalf of the Caravelle Companies and shall not pass to or be claimed by SPAC. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Surviving Corporation and the Company, shall be controlled by Surviving Corporation on behalf of the Company and shall not pass to or be claimed by SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (h) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Caravelle Companies, PubCo or the Acquisition Entities, on the one hand, and a third party other than Sponsor, on the other hand, SPAC or the Caravelle Companies may assert the attorney-client privilege to prevent the disclosure of the Privileged Company Deal Communications to such third party; provided, however, that neither SPAC nor the Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, SPAC shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Surviving Corporation in writing (including by making specific reference to this Section 11.8) so that Surviving Corporation can seek a protective order and SPAC agrees to use all commercially reasonable efforts to assist therewith. (i) To the extent that files or other materials maintained by Prior Company Counsel constitute property of its clients, only Surviving Corporation and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (j) SPAC agrees (i) to the extent that SPAC receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 11.18, and (b) SPAC shall not assert any claim that any of the Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Surviving Corporation waive the attorney-client or other privilege, or by otherwise asserting that SPAC has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.