Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its Representatives and Affiliates, that: (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent and Acquiror agree, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) from serving as counsel to the Transferor and its Representatives and Affiliates (other than the Acquired Companies) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby; and (ii) Parent and Acquiror shall not, and shall cause the Acquired Companies not to, seek or have ▇▇▇▇▇▇ & Whitney LLP (or any successor) disqualified from any such representation based on the prior representation of the Acquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and Affiliates, on the one hand, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to Transferor and shall not pass to or be claimed by Parent, Acquiror or the Acquired Companies. Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of ▇▇▇▇▇▇ & Whitney LLP (or any successor) relating to such engagement from and after the Closing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving Transferor or the Stockholders or their respective Representatives and successors. Without limiting the generality of the foregoing, from and after the Closing, (i) Transferor (and not Parent, Acquiror or the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent, Acquiror or the Acquired Companies shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) in respect of such engagement constitute property of the client, only Transferor (and not Parent, Acquiror or the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇▇▇ & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the Acquired Companies by reason of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) and any Acquired Companies or otherwise. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its Representatives and Affiliates, that: (i) ▇agrees that T▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Tonkon”) has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, Company in connection with the negotiation, preparation, execution and delivery negotiation of this Agreement and the consummation of the transactions contemplated hereby. Parent . (b) Acquiror hereby consents and Acquiror agreeagrees that, and shall cause agrees to cause, the Acquired Companies Surviving Corporation to agree, consent and agree that, following consummation Tonkon may represent the Securityholders’ Representative and any of the transactions contemplated herebyCompany Securityholders (collectively, such representation and any prior representation of the Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor“Seller Parties”) from serving as counsel to after the Transferor and its Representatives and Affiliates (other than the Acquired Companies) Closing in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Escrow Shares and any litigation, claim or obligation arising out of or relating claims that may be made thereunder pursuant to this Agreement or the transactions contemplated hereby; and Escrow Agreement, including, for clarity, with respect to such claims in which the interests of the Seller Parties may be directly adverse to Acquiror and its Subsidiaries (ii) Parent including the Surviving Corporation). In connection with the foregoing, Acquiror hereby irrevocably waives and Acquiror shall notagrees not to assert, and shall agrees to cause the Acquired Companies Surviving Corporation to irrevocably waive and not toto assert, seek or have ▇▇▇▇▇▇ & Whitney LLP (or any successor) disqualified from any such representation based on the prior representation of the Acquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representationTonkon’s representation of the Seller Parties after the Closing. Notwithstanding the foregoing, this consent and each waiver of such Parties shall cause any of its Affiliates the right to consent to waive assert any conflict of interest is solely limited to matters arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewithwith the negotiation and documentation of this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby. The covenants, consent and waiver contained Nothing in this Section 7.17(a) 10.11 shall not be deemed exclusive constitute a waiver of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (attorney client privilege or any successor) is entitled whether pursuant privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the other Ancillary Agreements, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis-à-vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to lawTonkon’s representation of the Company in connection with this Agreement, contract or otherwisethe other Ancillary Agreements and the transactions contemplated hereby and thereby. (bc) All pre-Closing communications involving attorney client confidences between the Transferor, Acquired Companies Company and their Representatives and Affiliatesthe Company Securityholders, on the one hand, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPTonkon, on the other hand, in the course of and relating to the negotiation, preparation, execution negotiation and delivery documentation of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) Ancillary Agreements shall be deemed to be attorney-attorney client privileged and the expectation of client confidence relating thereto shall confidences that belong solely to Transferor the Company Securityholders (and shall not pass to or be claimed by Parent, Acquiror or the Acquired Companies. Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of ▇▇▇▇▇▇ & Whitney LLP (or any successorCompany) relating to such engagement from and after the Closing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving Transferor or be controlled by the Stockholders or their respective Representatives and successorsCompany Securityholders. Without limiting the generality of the foregoing, from upon and after the Closing, (i) Transferor the Company Securityholders and their Affiliates (and not Parent, Acquiror or the Acquired CompaniesSurviving Corporation) shall be the sole holders of the attorney client privilege with respect to such pre-Closing communications relating to the negotiation and documentation of this Agreement and the Ancillary Agreements, and the Company shall not be a holder thereof; provided, in the event a dispute arises after Closing between Acquiror or any of its Affiliates (including the Surviving Corporation), on the one hand, and any other Person other than the Company Securityholders or their respective Affiliates, on the other hand, each of Acquiror and the Surviving Corporation may assert the attorney-client privilege with respect to such engagement, and none of Parent, Acquiror or the Acquired Companies shall be a holder thereof, (ii) pre-Closing communications to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) in respect of prevent disclosure thereof to such engagement constitute property of the client, only Transferor (and not Parent, Acquiror or the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇▇▇ & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the Acquired Companies by reason of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) and any Acquired Companies or otherwisePerson. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conflicts and Privilege. (a) Each of the parties hereto acknowledges and Parties hereby agrees, on its own behalf and on behalf of its Representatives directors, managers, members, partners, officers, employees and Affiliates, that: (i) that each of W▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent and Acquiror agree, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude G▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor“Willkie”) from serving and L▇▇▇▇▇ & W▇▇▇▇▇▇, LLP (“Latham”) may serve as counsel to the Transferor S1 Holdco, Protected and its Representatives their respective Subsidiaries (individually and Affiliates (other than the Acquired Companiescollectively, “Seller Group”) in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that, following consummation of such transactions, Willkie and Latham (and any litigationof their respective successors) may serve as counsel to Seller Group or any director, claim manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action or obligation arising out of or relating to this Agreement or Agreement, the Transaction Agreements and the transactions contemplated hereby; and (ii) Parent hereby and Acquiror shall notthereby, notwithstanding such representation or any continued representation of S1 Holdco, Protected or any of their respective Subsidiaries, and shall cause the Acquired Companies not to, seek or have ▇▇▇▇▇▇ & Whitney LLP (or any successor) disqualified from any such representation based on the prior representation of the Acquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each each of the Parties (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising from such prior representationtherefrom, and each of such Parties parties shall cause any of its Affiliates Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. Each The parties agree to take the steps necessary to ensure that any privilege attaching as a result of the Parties acknowledges that such consent and waiver is voluntarycounsel representing S1 Holdco, that it has been carefully considered, and that the Parties have consulted with counsel Protected or have been advised they should do so any of their respective Subsidiaries in connection herewith. The covenantswith this Agreement, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and Affiliates, on the one hand, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement Transaction Agreements and the consummation of the transactions contemplated hereby and thereby shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by S1 Holdco on behalf of the Seller Group. As to any privileged attorney-client communications between counsel and S1 Holdco, Protected and any of their respective Subsidiaries in connection with this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby prior to the Closing Date (collectively, the “Privileged Communications”) shall be deemed to be attorney-client privileged and ), the expectation of client confidence relating thereto shall belong solely to Transferor and shall not pass to or be claimed by ParentFounders, Acquiror or the Acquired Companies. Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of T▇▇▇▇▇, ▇▇ & Whitney LLP (Holdco, Protected, together with any of their respective Affiliates, Subsidiaries, successors or any successor) relating to assigns, agree that no such engagement from and after the Closing and party may not use or rely on any of the Privileged Communications in any claim, dispute, action, suit or proceeding action against or involving Transferor or the Stockholders or their respective Representatives and successors. Without limiting the generality any of the foregoing, from and Parties after the Closing. In addition, (i) Transferor if the Transactions are consummated, all Privileged Communications related thereto will become the property of (and not Parentbe controlled by) S1 Holdco, Acquiror Protected and their respective direct or the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementindirect equityholders, and none of Parentthe Founders, Acquiror or the Acquired Companies shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (Trebia or any successor) in respect of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such engagement constitute property of the client, only Transferor (and not Parent, Acquiror records or the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇▇▇ & Whitney LLP (or have any successor) shall have no duty whatsoever access to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the Acquired Companies by reason of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) and any Acquired Companies or otherwisethem. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conflicts and Privilege. (a) Each of Acquiror, the parties hereto acknowledges Company, PubCo and agreesAmalgamation Sub, on its own behalf and on behalf of its Representatives their respective successors and Affiliatesassigns (including, after the Amalgamation Closing, the Surviving Company), hereby agree that: , in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (i) ▇▇▇▇▇▇ Founder, the shareholders or holders of other equity interests of Acquiror or Founder and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “Acquiror Group”), on the one hand, and (ii) the Surviving Company and/or any member of the Company Group, on the other hand, any legal counsel, including Winston & ▇▇S▇▇▇▇▇ LLP has acted (“Winston”), that represented Acquiror and/or Founder prior to the Amalgamation Closing may represent Founder and/or any other member of the Acquiror Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Company, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Company and/or Founder. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Company), further agree that, as counsel to Transferor and all legally privileged communications prior to the Acquired Companies and their Representatives and Affiliates, Amalgamation Closing (made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement and the consummation of Agreement, any other Transaction Document or the transactions contemplated hereby. Parent and hereby or thereby) between or among Acquiror, Founder and/or any other member of the Acquiror agreeGroup, on the one hand, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP (or any successor) from serving as counsel , on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Transferor Acquiror Group after the Amalgamation Closing, and its Representatives shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or Founder under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Affiliates Amalgamation Sub, on behalf of their respective successors and assigns (other than including, after the Acquired Companies) Amalgamation Closing, the Surviving Company), hereby agree that, in connection the event a dispute with any litigation, claim or obligation arising out of or relating respect to this Agreement or the transactions contemplated hereby; and hereby arises after the Amalgamation Closing between or among (iii) Parent and Acquiror shall not, and shall cause the Acquired Companies not to, seek shareholders or have ▇▇▇▇▇▇ & Whitney LLP (or any successor) disqualified from any such representation based on the prior representation holders of other equity interests of the Acquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representationCompany, and each of such Parties shall cause Amalgamation Sub and/or any of its their respective directors, members, partners, officers, employees or Affiliates to consent to waive any conflict of interest arising from such representation. Each of (other than the Parties acknowledges that such consent and waiver is voluntarySurviving Company) (collectively, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and Affiliates“Company Group”), on the one hand, and ▇(ii) the Surviving Company and/or any member of the Acquiror Group, on the other hand, any legal counsel, including (“Ortoli Rosenstadt LLP”), that represented the Company prior to the Amalgamation Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Company, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Company, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Company), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇ & R▇▇▇▇▇▇▇▇▇ LLP, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-/client privileged privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to Transferor the Company Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by Parent, Acquiror or the Acquired CompaniesSurviving Company. Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of ▇▇▇▇▇▇ & Whitney LLP (or any successor) relating to such engagement from and after the Closing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving Transferor or the Stockholders or their respective Representatives and successors. Without limiting the generality of Notwithstanding the foregoing, from and after any privileged communications or information shared by Acquiror prior to the Closing, (i) Transferor (and not Parent, Acquiror Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or the Acquired Companies) shall be the sole holders information of the attorney-client privilege with respect to such engagement, and none of Parent, Acquiror or the Acquired Companies shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) in respect of such engagement constitute property of the client, only Transferor (and not Parent, Acquiror or the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇▇▇ & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the Acquired Companies by reason of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) and any Acquired Companies or otherwiseSurviving Company. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and Parties hereby agrees on behalf of its Representatives their respective successors and Affiliatesassigns (including after the Closing, that: the Second Merger Surviving Company) (i) ▇▇all such parties, the “Acknowledging Parties”), that any legal counsel (including ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent and Acquiror agree, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Loeb”)) that represented SPAC or the Sponsor prior to the Closing, may represent the Sponsor or SPAC or any successor) from serving as counsel to the Transferor and its Representatives and of their respective directors, members, partners, officers, employees or Affiliates (other than the Acquired CompaniesSecond Merger Surviving Company) (collectively, the “Sponsor Group”), in each case, solely in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby; and (ii) Parent and Acquiror shall nothereby or thereby, and shall cause the Acquired Companies not to, seek or have ▇▇▇▇▇▇ & Whitney LLP (or any successor) disqualified from any such representation based on the notwithstanding its prior representation of the Acquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPSponsor, SPAC and its Subsidiaries, or other Acknowledging Parties. Each of the Parties Parties, on behalf of itself and the Acknowledging Parties, hereby consents thereto and waives agrees that all legally privileged communications, between the Sponsor, SPAC, or its Subsidiaries, or any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each other member of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and AffiliatesSponsor Group, on the one hand, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP(in its role as counsel to SPAC), on the other hand, relating made prior to the Closing, in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement and the consummation of Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, are privileged communications that do not pass to the Second Merger Surviving Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Sponsor Group (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation ), without any waiver thereof. The Parties, together with any of client confidence relating thereto shall belong solely to Transferor and shall not pass to their successors or be claimed by Parentassigns, Acquiror or the Acquired Companies. Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of ▇▇▇▇▇▇ & Whitney LLP (or any successor) relating to such engagement from and after the Closing and agree that no Person may not use or rely on any of the Privileged Communications Communications, whether located in the records or email server of the Second Merger Surviving Company and its Subsidiaries, in any claim, dispute, action, suit or proceeding Action against or involving Transferor or the Stockholders or their respective Representatives and successors. Without limiting the generality any of the foregoing, from and Parties after the Closing, (i) Transferor (and the Parties agree not Parentto assert that any privilege has been waived as to the Privileged Communications, Acquiror by virtue of the Mergers. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or the Acquired Companies) Sponsor under a common interest agreement shall be remain the sole holders privileged communications or information of the attorney-client privilege with respect to such engagement, and none of Parent, Acquiror or the Acquired Companies shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) in respect of such engagement constitute property of the client, only Transferor (and not Parent, Acquiror or the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇▇▇ & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the Acquired Companies by reason of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) and any Acquired Companies or otherwiseSecond Merger Surviving Company. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conflicts and Privilege. (a) Each of Acquiror and the parties hereto acknowledges and agreesCompany hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, Merger Sub and/or Sponsor, on its own behalf the one hand, and the Company, on behalf of its Representatives and Affiliatesthe other hand, that: any legal counsel (i) including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇ LLP has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Parent and Acquiror agree, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successorSchole LLP) from serving as counsel that represented Acquiror and/or Sponsor prior to the Transferor and its Representatives and Affiliates Closing (other than “Prior Acquiror Counsel”) may represent Sponsor in such dispute even though the Acquired Companies) in connection with any litigation, claim or obligation arising out interests of or relating Sponsor may be directly adverse to this Agreement or the transactions contemplated hereby; and (ii) Parent and Acquiror shall notAcquiror, and shall cause the Acquired Companies not toeven though such counsel may have represented Acquiror in a matter substantially related to such dispute, seek or have ▇▇▇▇▇▇ & Whitney LLP (may be handling ongoing matters for Acquiror and/or Sponsor. All communication between or any successor) disqualified from any such representation based on the prior representation of the Acquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and Affiliatesamong Prior Acquiror Counsel, on the one hand, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthe Acquiror, Merger Sub or Sponsor, on the other hand, relating to shall remain privileged after the negotiation, preparation, execution and delivery of this Agreement Closing and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto shall belong solely to Transferor the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by ParentCompany, the Acquiror or the Acquired CompaniesSurviving Corporation following the Closing. AccordinglyNotwithstanding the foregoing, Parentany 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 the Acquiror and the Acquired Companies View Companies, that all communications in any form or format whatsoever between or among any of Prior Acquiror Counsel, the Acquiror, Merger 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 “Acquiror Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not have access pass to any or be claimed by the Acquiror or the View Companies after the Closing. All Acquiror Deal Communications that are attorney-client privileged (the “Privileged Communications or to the files of ▇▇▇▇▇▇ & Whitney LLP (or any successorAcquiror Deal Communications”) relating to such engagement from and shall remain privileged after the Closing and may the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not use pass to or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving Transferor be claimed by the Acquiror or the Stockholders View Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or their respective Representatives and successors. Without limiting the generality 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. (c) Notwithstanding the foregoing, from in the event that a dispute arises between the Acquiror or the View Companies, on the one hand, 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 the Acquiror or the View Companies is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged Acquiror Deal Communications, the Acquiror shall immediately (and, in any event, within two (2) Business Days) notify Sponsor in writing (including by making specific reference to this Section 10.18) so that Sponsor can seek a protective order and the Acquiror and the View 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 the Acquiror or any View 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 the Acquiror and the View Companies after the Closing, (i) Transferor to the extent that the Acquiror or, after the Closing, the View 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 not Parent, (b) neither the Acquiror nor the View Companies after the Closing shall assert any claim that Sponsor or the Acquired Companies) shall be the sole holders of any other Person waived the attorney-client privilege with respect privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such engagement, and none of Parent, Acquiror materials or the Acquired Companies shall be a holder thereofcommunications, (ii) not to access or use the extent Acquiror Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Acquiror or any View Company waive the attorney-client or other privilege, or by otherwise asserting that files the Acquiror or the View 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 Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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, the Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the View Companies after the Closing to irrevocably waive and agree not to assert, any successorconflict of interest arising from or in connection with (i) in respect of such engagement constitute property Prior Company Counsel’s prior representation of the client, only Transferor (and not Parent, Acquiror or the Acquired Companies) shall hold such property rights Company and (iiiii) ▇▇▇▇▇▇ & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the Acquired Companies by reason Prior Company Counsel’s representation of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP member of the View Companies (or any successorcollectively, the “Company Advised Parties”) prior to and any Acquired Companies or otherwiseafter the Closing. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.