Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Debevoise & ▇▇▇▇▇▇▇▇ LLP and certain other law firms or outside counsel (each an “Outside Counsel”) have acted as legal counsel to Seller, the Transferred Companies and certain of their respective Affiliates prior to date hereof, and that Debevoise & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intends to act as legal counsel to certain or all of the foregoing Persons other than the Company Seller and its Subsidiaries Affiliates after the ClosingClosing (which will no longer include the Transferred Companies), each of Parent, Merger Sub and the Company Buyer hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Transferred Companies and its Subsidiaries to waive, any conflicts that may arise in connection with Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP representing any of the foregoing Persons (other than the Company and Seller or its Subsidiaries) Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, the Transferred Companies or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller, its Subsidiaries, the Company and its Subsidiaries and shareholders, Transferred Companies and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇such Outside Counsel or internal counsel of Seller or any of its Affiliates, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation, preparation, execution, delivery and other consummation of the transactions contemplated by hereby, or any dispute or proceeding arising under or in connection with this Agreement (including in any claim for indemnification brought by Buyer), shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Seller and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesTransferred Companies). Accordingly, the Transferred Companies shall not have access to any such communications or to the files of such Outside Counsel or such internal counsel relating to such engagement from and after the Closing and none of Buyer, the Transferred Companies or any Person acting or purporting to act on behalf of or through Buyer or the Transferred Companies shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Transferred Companies. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) Seller and its Affiliates (and not the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates Transferred Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Transferred Companies shall be a holder thereof and thereof, (b) other than to the extent that files of such Outside Counsel or such internal counsel in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation respect of such engagement constitute property of the Company client, only Seller and its Affiliates (and not the Transferred Companies) shall hold such property rights and (c) such Outside Counsel or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ such internal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Transferred Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ such Outside Counsel or such internal counsel and the Company or any of its Subsidiaries or other Affiliates Transferred Companies or otherwise. For the avoidance of doubt, nothing in this Section 10.18 shall apply to any communication between the Transferred Companies and their Affiliates (including Buyer), on the one hand, and internal counsel of the Transferred Companies, on the other hand, from and after the Closing. This Section 8.12 shall 10.18 will be irrevocable irrevocable, and no term of this Section 10.18 may not be amended, waived or modified modified, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇such Outside Counsel. [Signature page follows.]

Conflicts; Privilege. Recognizing It is acknowledged by all of the Parties (including the Buyer) that the Seller and Company have retained K&L Gates LLP, DLA Piper, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends LLP to act as legal their counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company Transactions and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In additionthat K&L Gates LLP, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one handDLA Piper, and ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP have not acted as counsel for any other Person in connection with the Transactions and that no other party or Person has the status of a client of K&L Gates LLP, DLA Piper, and ▇▇▇▇▇▇, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) hereby agrees that, in the event that a dispute arises between the Buyer or any of its Affiliates (including the Company after the Closing) and the Seller, or any of its respective Affiliates, DLA Piper and ▇▇▇▇▇▇’, ▇▇▇▇▇ representation of the Company or its Subsidiaries following the Closing, & ▇▇▇▇▇▇▇ LLP may represent Seller or any such Affiliate in such dispute even though the interests of the Seller or such Affiliate may be directly adverse to the Buyer, the Company (after the Closing) or any of their respective Affiliates and even though DLA Piper and ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between & ▇▇▇▇▇▇▇ LLP may have represented the Seller and the Company in a matter substantially related to such dispute, and the Buyer hereby waives, on behalf of itself and each of its Affiliates (including the Company following the Closing), any conflict of interest in connection with such representation by DLA Piper and ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of & ▇▇▇▇▇▇▇ LLP. The Buyer (on behalf of itself and the Company (following the Closing)) agrees that, as to all communications, whether written or electronic, among K&L Gates LLP, DLA Piper, and ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP and the Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way to the Transactions, this Agreement or the Transaction Documents, and that predate the Closing, the attorney-client privilege, the -92- expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or the Company following the Closing. The Buyer agrees to take, and to cause its Affiliates (including the Company following the Closing), successors and assigns to take, all steps necessary to implement the intent of this Section 9.13.

Conflicts; Privilege. Recognizing Each of the parties hereto acknowledges that (a) the Company, JLL and certain of their Affiliates retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”) to act as counsel to the Company, JLL and certain of their Affiliates in connection with the transactions contemplated hereby, Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby, and no other Person has the status of a client of Skadden for conflict of interest or any other purposes in connection with such transactions; and (b) DSM and certain of its Affiliates have retained ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇ ▇▇LLP (“▇▇▇▇▇▇ & ▇▇▇▇▇▇▇”) to act as counsel to DSM and its Affiliates in connection with the transactions contemplated hereby, ▇▇, P.A. (“▇▇▇▇ & ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the transactions contemplated hereby, and no other Person has the status of a client of ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that & ▇▇▇▇▇▇▇ for conflict of interest or any other purposes in connection with such transactions. Each of the parties hereto further acknowledges that after the Effective Date, Skadden may act as counsel to the Company or its Subsidiaries in connection with matters arising out of or related to this Agreement, the transactions contemplated hereby and the business activities of the Company and its Subsidiaries and that neither Skadden’s prior representation of the Company, JLL and certain of their Affiliates shall be deemed to be a disabling conflict with respect to such representation. Each of the parties hereto hereby waives any conflict of interest resulting from the foregoing. The parties hereto further agree that, as to all communications, whether written or electronic, (i) among Skadden, JLL, the Company or any of their respective Affiliates, and all of their files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Effective Date and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to JLL Partners and may be controlled by JLL Partners and shall not pass to or be claimed by the Company or any of its respective Affiliates; and (ii) among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, DSM or any of their respective Affiliates, and all of their files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Effective Date and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to DSM and may be controlled by DSM and shall not pass to or be claimed by the Company or any of its respective Affiliates. The parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 6.02. The parties further agree that Skadden and ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, partners and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by employees are third party beneficiaries of this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇6.02.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that ▇▇, P.A. (“▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends LLP and Internal Counsel intend to act as legal counsel to certain or all of the foregoing Persons other than the Company Seller and its Subsidiaries Affiliates after the ClosingClosing (which will no longer include the Group Companies), each of Parent, Merger Sub and the Company Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries the Group Companies to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or Internal Counsel representing any of the foregoing Persons (other than the Company and Seller or its Subsidiaries) Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, the Group Companies or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, Group Companies and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or Internal Counsel or Seller or its Affiliates, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Seller and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup Companies). Accordingly, the Group Companies shall not have access to any such communications or to the files of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or such Internal Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) Seller and its Affiliates (and not the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates Group Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group Companies shall be a holder thereof and thereof, (b) other than in connection with to the extent that files of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇’▇▇ representation LLP or such Internal Counsel in respect of such engagement constitute property of the Company or client, only Seller and its Subsidiaries following Affiliates (and not the Closing, Group Companies) shall hold such property rights and (c) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or such Internal Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or such Internal Counsel and the Group Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or a Group Company and a third party other than a party to this Agreement after the Closing, Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and & ▇▇▇▇▇▇▇▇ LLP or Internal Counsel to such third party; provided, however, that Buyer may not waive such privilege without the Company or any prior written consent of its Subsidiaries or other Affiliates or otherwiseSeller. This Section 8.12 shall 10.15 will be irrevocable irrevocable, and no term of this Section 10.15 may not be amended, waived or modified modified, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Internal Counsel.

Conflicts; Privilege. Recognizing (a) Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Group Companies) acknowledges and agrees that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇Law Group, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” Company Counsel”) has acted as legal counsel to the Company, its Subsidiaries, certain for Seller and each of the shareholders of Group Companies in connection with this Agreement and the Company and certain of transactions contemplated hereby (the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries“Acquisition Engagement”), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends in connection with the Acquisition Engagement, Company Counsel has not acted as counsel for Buyer or any of its Affiliates. (b) Only Seller, the Group Companies and their respective Affiliates shall be considered clients of Company Counsel with respect to act as legal counsel to certain or all the Acquisition Engagement. Buyer, on behalf of the foregoing Persons other than the Company itself and its Subsidiaries Affiliates (including after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf Group Companies) acknowledges and agrees to cause its Affiliates and Subsidiaries to waivethat all confidential communications between Seller, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Group Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Company Counsel, on the other hand, in connection with the Acquisition Engagement, which, immediately prior to the Closing that relate to Closing, was attorney-client privileged communications between Seller, any Group Company and their respective Affiliates, on the Merger one hand, and Company Counsel, on the other transactions contemplated by this Agreement hand, (such communications, “Protected Communications”) shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Seller and their respective its Affiliates (other than the Group Companies), and not the CompanyGroup Companies, the Surviving Company and shall not pass to or be claimed, held, or used by Buyer or any Group Company upon or after the Closing. Without limiting the generality of their respective Subsidiaries). Accordinglythe foregoing, from upon and after the Effective TimeClosing, (ai) to the applicable shareholders extent that files of Company Counsel in respect of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders Acquisition Engagement constitute property of the attorney-client privilege with respect to such communications, and none of the a Group Company, only Seller and its Affiliates (other than the Surviving Company or any of their respective Subsidiaries Group Companies) shall be a holder thereof hold such property rights and (bii) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications Protected Communications or files to the Company, the Surviving any Group Company or any of their respective Subsidiaries Buyer by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company Counsel and any Group Company or otherwise; provided, however, that notwithstanding the foregoing, (x) Company Counsel shall not disclose any such Protected Communications or files to any third parties (other than representatives, accountants and advisors of Seller and its Affiliates (other than the Group Companies); provided, that such representatives, accounts and advisors are obligated to maintain the confidence of such Protected Communications) and (y) all rights, files, and information that are not related to the Acquisition Engagement, including matters that relate to the operation of the Group Companies shall belong to the Group Companies. Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) irrevocably waives any right it may have to discover or obtain Protected Communications, provided, however, the foregoing shall prohibit neither Buyer nor any Group Company from seeking proper discovery of such Protected Communications nor Seller from asserting that such Protected Communications are not discoverable to the extent that attorney client privileges have attached thereto. If and to the extent that, at any time subsequent to Closing, Buyer or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 (including after the Closing, the Group Companies) has the right to waive any attorney-client privilege with respect to any Protected Communications, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) shall be irrevocable and may not be amended, waived or modified without entitled to waive such privilege only with the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Seller (such consent not to be unreasonably withheld). In the event that a dispute arises between Buyer or a Group Company, on the one hand, and a Person other than Seller, on the other hand, after the Closing, Buyer and any Group Company, as applicable, may assert the attorney-client privilege to prevent disclosure of Protected Communications to such third-party. (c) Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) acknowledges and agrees that Company Counsel has acted as counsel for Seller, the Group Companies and their respective Affiliates for several years and that Seller may reasonably anticipate that Company Counsel will continue to represent it and/or its Affiliates, individually and/or collectively, in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) expressly (i) consents to Company Counsel’s representation of Seller and/or its Affiliates, individually or collectively, and/or any of their respective agents (if any of the foregoing Persons so desire) in any matter, including, without limitation, any post-Closing matter in which the interests of Buyer and the Group Companies, on the one hand, and Seller and/or any of its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated hereby, and whether or not such matter is one in which Company Counsel may have previously advised Seller, any Group Company or their respective Affiliates and (ii) consents to the disclosure by Company Counsel to Seller or its Affiliates of any information learned by Company Counsel prior to the date hereof in the course of its representation of Seller, the Group Companies or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Company Counsel’s duty of confidentiality. (d) From and after the Closing, each Group Company shall cease to have any attorney-client relationship with Company Counsel, unless and to the extent Company Counsel is expressly engaged in writing by such Group Company to represent such Group Company after the Closing. Any such representation of such Group Company by Company Counsel after the Closing shall not affect the foregoing provisions hereof.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & LLP and Stoel Rives LLP have each acted as legal counsel to the Company, the Company Subsidiaries, the Majority Member and certain of the Majority Member’s Affiliates prior to the Effective Date, and that ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends LLP and Stoel Rives LLP each intend to act as legal counsel to certain or all of the foregoing Persons other than Majority Member and its Affiliates (which will no longer include the Company and its Subsidiaries the Company Subsidiaries) after the Closing, each of ParentParents, Merger Sub the 1440241.11A-WASSR01A - MSW Company and the Company each other Member hereby waives, on its own behalf and agrees to cause its respective Affiliates and the Company Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and/or Stoel Rives LLP representing any of the foregoing Persons (other than the Company and Majority Member or its Subsidiaries) Affiliates after the Closing in connection with any Action as such representation may relate to the Company or obligation arising out of the Company Subsidiaries or relating to this Agreementthe Transactions. In addition, all communications involving attorney-client confidences between the Majority Member, the Company and its the Company Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and/or Stoel Rives LLP, on the other hand, prior in the course of the engagement with respect to negotiation, documentation and consummation of the Closing that relate to the Merger and other transactions contemplated by this Agreement Transactions shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Majority Member and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective the Company Subsidiaries). Accordingly, the Company and the Company Subsidiaries shall not have the right to obtain access to any such communications or to the files of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or Stoel Rives LLP relating to such engagement from and after the Effective TimeClosing Date. Without limiting the generality of the foregoing, from and after the Closing Date, (a) the applicable shareholders of Majority Member and its Affiliates (and not the Company prior to and the Effective Time and their respective Affiliates Company Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective the Company Subsidiaries shall be a holder thereof and thereof, (b) other than in connection with to the extent that files of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or Stoel Rives LLP in respect of such engagement constitute property of the client, only the Majority Member and its Affiliates (and not the Company and the Company Subsidiaries) shall hold such property rights and (c) neither ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP nor Stoel Rives LLP shall have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective the Company Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or Stoel Rives LLP and the Company or any of its the Company Subsidiaries or other Affiliates or otherwise. This Section 8.12 9.13 shall be irrevocable irrevocable, and no term of this Section 9.13 may not be amended, waived or modified modified, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as it relates to itself, and Stoel Rives LLP, as it relates to itself.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” a) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waivesPurchaser agrees, on its own behalf and agrees to cause on behalf of its Affiliates and Subsidiaries to waive(including, after the Closing, any conflicts Group Company) and its and their respective past, present and future managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that may arise in connection with ▇▇Cravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing LLP (“Cravath”) may serve as counsel to, and PricewaterhouseCoopers LLP (“PwC”) may provide professional services to, Parent, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Cravath may serve as counsel to, and PwC may provide professional services to, Parent or any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Action dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions, notwithstanding such representation (or any continued representation) of the Group Companies, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. In additionPurchaser acknowledges that the foregoing provision applies whether or not Cravath provides legal services to, and whether or not PwC provides professional services to, any Group Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that all communications involving between or among, on the one hand, the Group Companies prior to the Closing and Parent and, on the other hand, their counsel (including Cravath) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Parent and such counsel and the expectation of client confidence belongs to, and shall be controlled by, Parent (notwithstanding that any Group Company participated in, was party to or was furnished such communications nor that any Group Company is also a client of such counsel), and from and after the Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client confidences privilege with respect to any communication between Cravath, the Company and its Subsidiaries and shareholdersGroup Companies or Parent occurring prior to the Closing in connection with the Current Representation, and the expectation of client confidence belongs to Parent and shall be controlled by Parent and shall not pass to or be claimed by Purchaser, any Group Company or any of their respective Affiliates. In connection with any dispute or Proceeding that may arise between Parent, on the one hand, and Purchaser or, after the Closing, any Group Company, on the other hand, Parent (and not Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between Cravath and any Group Company that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and a Person other than Parent (or any Affiliate thereof), on the other hand, after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Person; provided, however, that no Group Company and their respective Affiliates (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client may waive such privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Parent. (c) In the event that any third party commences Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving Cravath in connection with the Current Representation, Purchaser shall promptly notify Parent in writing so as to permit Parent to participate in any such Proceedings.

Conflicts; Privilege. Recognizing that Bristows LLP and K▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇T▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” LLP (collectively, “IFP Counsel”) has have acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)IFP prior to date hereof, and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to IFP Counsel may act as legal counsel to the Sellers’ Representatives, certain or all of the foregoing Persons other than the Company Sellers and its Subsidiaries their respective Affiliates (which will no longer include IFP) after the Closing, each of Parent, Merger Sub Company and the Company IFP hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) IFP Counsel representing any Sellers, Sellers’ Representatives or their Affiliates after the Closing in connection with any Action as such representation may relate to IFP, Company or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholdersSellers, the Sellers’ Representatives and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇IFP Counsel, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other transactions contemplated by this Agreement consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Sellers, the Sellers’ Representatives and their respective Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesIFP). Accordingly, neither IFP nor Company shall have access to any such communications or to the files of IFP Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) the applicable shareholders of Sellers, the Company prior to the Effective Time Sellers’ Representatives and their respective Affiliates (and not Company or IFP) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving neither Company or any of their respective Subsidiaries nor IFP shall be a holder thereof and thereof, (b) other than to the extent that files of IFP Counsel in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation respect of such engagement constitute property of the client, only the Sellers, the Sellers’ Representatives and their respective Affiliates (and not Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ IFP) shall hold such property rights and (c) IFP Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries IFP by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ IFP Counsel and the Company or any of its Subsidiaries or other Affiliates IFP or otherwise. This Section 8.12 shall 10.16 will be irrevocable irrevocable, and no term of this Section 10.16 may not be amended, waived or modified modified, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇IFP Counsel. Notwithstanding any provision of this Agreement to the contrary, (i) the attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of IFP (but not, for the avoidance of doubt, to the extent relating to the representation of IFP, the Sellers and certain of their respective Affiliates in connection with the transactions contemplated hereby) and arising prior to the Closing are for the sole benefit of IFP and (ii) in the event that following the Closing a dispute arises between IFP or its Affiliates, on the one hand, and a third party other than Sellers, Sellers’ Representatives or their respective Affiliates, on the other hand, IFP or its Affiliates may seek to prevent the disclosure of such communications to such third party, and Sellers and Sellers’ Representatives shall reasonably cooperate with IFP in connection with any request by IFP that no Seller or Sellers’ Representative shall permit such disclosure.

Conflicts; Privilege. Recognizing (a) Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Group Companies) acknowledges and agrees that ▇▇▇▇▇▇▇ , ▇▇▇▇▇▇ ▇▇▇▇▇▇ '▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. ▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” Company Counsel”) has have acted as legal counsel to for the Company, its Subsidiaries, certain Sellers and each of the shareholders of Group Companies in connection with this Agreement and the Company and certain of transactions contemplated hereby (the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries“Acquisition Engagement”), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends in connection with the Acquisition Engagement, Company Counsel has not acted as counsel for Buyer or any of its Affiliates. (b) Only the Sellers, the Group Companies and their respective Affiliates shall be considered clients of Company Counsel with respect to act as legal counsel to certain or all the Acquisition Engagement. Buyer, on behalf of the foregoing Persons other than the Company itself and its Subsidiaries Affiliates (including after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf Group Companies) acknowledges and agrees to cause its Affiliates and Subsidiaries to waivethat all confidential communications between the Sellers, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Group Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Company Counsel, on the other hand, in connection with the Acquisition Engagement, which, immediately prior to the Closing that relate to Closing, was attorney-client privileged communications between the Merger Sellers, any Group Company and their respective Affiliates, on the one hand, and Company Counsel, on the other transactions contemplated by this Agreement hand, (such communications, “Protected Communications”) shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Sellers and their respective his Affiliates (other than the Group Companies), and not the CompanyGroup Companies, the Surviving Company and shall not pass to or be claimed, held, or used by Buyer or any Group Company upon or after the Closing. Without limiting the generality of their respective Subsidiaries). Accordinglythe foregoing, from upon and after the Effective TimeClosing, (ai) to the applicable shareholders extent that files of Company Counsel in respect of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders Acquisition Engagement constitute property of the attorney-client privilege with respect to such communications, and none of the a Group Company, only the Surviving Company Sellers and his, her or any of their respective Subsidiaries its Affiliates (other than the Group Companies) shall be a holder thereof hold such property rights and (bii) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications Protected Communications or files to the Company, the Surviving any Group Company or any of their respective Subsidiaries Buyer by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company Counsel and any Group Company or otherwise; provided, however, that notwithstanding the foregoing, (x) Company Counsel shall not disclose any such Protected Communications or files to any third parties (other than representatives, accountants and advisors of the Sellers and his, her or its Affiliates (other than the Group Companies); provided, that such representatives, accounts and advisors are obligated to maintain the confidence of such Protected Communications) and (y) all rights, files, and information that are not related to the Acquisition Engagement, including matters that relate to the operation of the Group Companies shall belong to the Group Companies. Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) irrevocably waives any right it may have to discover or obtain Protected Communications, provided, however, the foregoing shall prohibit neither Buyer nor any Group Company from seeking proper discovery of such Protected Communications nor the Sellers from asserting that such Protected Communications are not discoverable to the extent that attorney client privileges have attached thereto. If and to the extent that, at any time subsequent to Closing, Buyer or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 (including after the Closing, the Group Companies) has the right to waive any attorney-client privilege with respect to any Protected Communications, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) shall be irrevocable and may not be amended, waived or modified without entitled to waive such privilege only with the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇the Sellers (such consent not to be unreasonably withheld). In the event that a dispute arises between Buyer or a Group Company, on the one hand, and a Person other than the Sellers, on the other hand, after the Closing, Buyer and any Group Company, as applicable, may assert the attorney-client privilege to prevent disclosure of Protected Communications to such third-party. (c) Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) acknowledges and agrees that Company Counsel has acted as counsel for the Sellers, the Group Companies and their respective Affiliates for several years and that the Sellers may reasonably anticipate that Company Counsel will continue to represent him and/or their Affiliates, individually and/or collectively, in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) expressly (i) consents to Company Counsels’ representation of the Sellers and/or his Affiliates, individually or collectively, and/or any of their respective agents (if any of the foregoing Persons so desire) in any matter, including, without limitation, any post-Closing matter in which the interests of Buyer and the Group Companies, on the one hand, and the Sellers and/or any of his, her or its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated hereby, and whether or not such matter is one in which Company Counsel may have previously advised the Sellers, any Group Company or their respective Affiliates and (ii) consents to the disclosure by Company Counsel to the Sellers or his, her or its Affiliates of any information learned by Company Counsel prior to the date hereof in the course of its representation of the Sellers, the Group Companies or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Company Counsel’s duty of confidentiality. (d) From and after the Closing, each Group Company shall cease to have any attorney-client relationship with Company Counsel, unless and to the extent Company Counsel is expressly engaged in writing by such Group Company to represent such Group Company after the Closing. Any such representation of such Group Company by Company Counsel after the Closing shall not affect the foregoing provisions hereof.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” a) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waivesPurchaser agrees, on its own behalf and agrees to cause on behalf of its Affiliates and Subsidiaries to waive(including, after the Closing, any conflicts Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that White & Case LLP and Steptoe LLP (together, “Seller’s Counsel”) may arise serve as counsel to, and PricewaterhouseCoopers LLP (“PwC”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and PwC may provide professional services to, Seller or any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Action dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding the Current Representation, and Purchaser on behalf of itself and the Purchaser Parties hereby consents to any such Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. In additionPurchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not PwC provides professional services to, any Group Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that with respect to all communications involving between or among the Group Companies prior to the Closing, Seller and its counsel (including Seller’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, the expectation of client confidence and any attorney-client confidences between the Company and its Subsidiaries and shareholdersprivilege attaching thereto belongs to, and shall be controlled by, Seller (notwithstanding that any Group Companies participated in, was party to or was furnished such communications nor that any Group Company is also a client of such counsel), and from and after the Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client privilege with respect to any communication between Seller’s Counsel, on the one hand, the Group Companies or Seller, on the other hand, occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchaser, any Group Company or any of their respective Affiliates. In connection with any dispute or Proceeding that may arise between Seller, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Purchaser or, after the Closing, any Group Company, on the other hand, prior Seller (and not Purchaser or any Group Company) will have the right to the Closing that relate decide whether or not to the Merger and other transactions contemplated by this Agreement shall be deemed to be waive any attorney-client confidences privilege that belong solely may apply to such shareholders of any communications between any Seller’s Counsel, on the Company one hand, and their respective Affiliates (and not the any Group Company, on the Surviving Company other hand, that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and a Person other than Seller (or any of their respective SubsidiariesAffiliate thereof). Accordingly, from and on the other hand, after the Effective TimeClosing, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of Group Companies may assert the attorney-client privilege with respect to prevent disclosure of confidential communications by any Seller’s Counsel to such communicationsPerson; provided, and none of the Companyhowever, the Surviving that no Group Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any may waive such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified privilege without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Seller, which consent shall not be unreasonably conditioned, withheld or delayed. (c) In the event that any third party commences Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving any Seller’s Counsel in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such Proceedings. (d) For the avoidance of doubt, no restriction set forth in this Section 9.07 shall prevent use of any communications, files or work product referenced herein in the possession of any Group Company that reflects or demonstrates any Knowledge and/or intent of Seller, any of its Affiliates, or any of their respective officers, directors or employees in connection with a dispute concerning (i) any actual or alleged breach of or inaccuracy in any representation or warranty contained in this Agreement that is qualified by the Knowledge of Seller or (ii) any claim based on Actual Fraud.

Conflicts; Privilege. (a) Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & LLP has acted as legal counsel to the Company, its Subsidiaries, the Majority Stockholder and certain of the Majority Stockholder’s Affiliates prior to the Effective Time, and that ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intends to act as legal counsel to certain or all of the foregoing Persons other than Majority Stockholder and its Affiliates (which will no longer include the Company and its Subsidiaries Subsidiaries) after the Closing, each of Parent, Merger Sub Parent and the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP representing any of the foregoing Persons Majority Stockholder or its Affiliates (other than excluding the Company and its Subsidiaries) after the Closing in connection with any Action Proceeding involving the Majority Stockholder and its Affiliates (excluding the Company and its Subsidiaries) after the Closing, on the one hand, and Parent, Merger Sub, the Company, any Subsidiary of the Company, and any of their respective Affiliates, on the other hand, as such representation may relate to the Company or obligation arising out of its Subsidiaries or relating the transactions contemplated herein (such representation, the “LS Representation”), even if adverse to the Company or in connection with the transactions contemplated by this Agreement, and none of the Company, Parent nor any of their respective Affiliates shall seek to disqualify ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP from the LS Representation. In addition, all communications involving attorney-client confidences between the Majority Stockholder, the Company and its the Company’s Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, on the other hand, in the course of the engagement with respect to negotiation, documentation and consummation of the transactions contemplated herein that, as of immediately prior to the Closing that relate Effective Time, (x) would be deemed to be privileged communication of the Majority Stockholder, the Company, any Subsidiary of the Company or any of their respective Affiliates, and (y) would not be subject to disclosure to Parent, Merger and other transactions contemplated by Sub or any of their respective Affiliates in connection with any Proceeding relating to a dispute arising under or in connection with this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Majority Stockholder and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective the Company’s Subsidiaries) (such communications, the “Attorney-Client Communications”). Accordingly, the Company and its Subsidiaries shall not have access to any Attorney-Client Communications or to the files of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP relating to the LS Representation from and after the Closing Date. 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 8.15 shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP is entitled whether pursuant to law, contract or otherwise. (b) Without limiting the generality of the foregoing, from and after the Effective TimeClosing Date, (ai) the applicable shareholders of Majority Stockholder and its Affiliates (and not the Company prior to and the Effective Time and their respective Affiliates Company’s Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such communicationsLS Representation, and none of the Company, the Surviving Company or any of their respective the Company’s Subsidiaries shall be a holder thereof and thereof, (bii) other than in connection with to the extent that files of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute Attorney-Client Communications or related to the LS Representation, only the Majority Stockholder and its Affiliates (and not the Company and the Company’s Subsidiaries) shall hold such property rights, (iii) any right to waive or approve such rights and privileges shall solely belong to the Majority Stockholder and its Affiliates (and not to the Company or the Company’s Subsidiaries) and (iv) ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP shall not have no any duty whatsoever to reveal or disclose any Attorney-Client Communications or such attorney-client communications or files to the Company, the Surviving Company or any of their respective the Company’s Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and the Company or any of its the Company’s Subsidiaries or other Affiliates or otherwise. This Section 8.12 8.15 shall be irrevocable irrevocable, and no term of Section 8.15 may not be amended, waived or modified modified, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP.

Conflicts; Privilege. Recognizing that (a) The parties hereto acknowledge and agree, on their own behalf and on behalf of their respective directors, members, shareholders, stockholders, partners, officers, employees and Affiliates, as applicable, that: (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. Co. (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” Pre-Closing SPAC Law Firms”) has have acted as legal counsel to SPAC and the holders of SPAC Common Stock (individually and collectively, the “SPAC Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. The Company Parties agree, and shall cause the Group Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of SPAC by the Pre-Closing SPAC Law Firms, or any successors thereto, shall not preclude the Pre-Closing SPAC Law Firms from serving as counsel to the CompanySPAC Group or any director, its Subsidiariesmember, certain shareholder, stockholder, partner, officer or employee of the shareholders of the Company and certain of the respective Affiliates of the CompanySPAC Group, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action litigation, claim or obligation arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. In additionThe Company Parties shall not, all and each shall cause the Group Companies not to, seek to or have the Pre-Closing SPAC Law Firms disqualified from any such representation based upon the prior representation of SPAC by the Pre-Closing SPAC Law Firms. The parties hereto hereby consent thereto and waive any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of their respective Affiliates to consent to waive any potential 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. (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Meitar | Law Offices (“Pre-Closing Company Law Firms”) has acted as counsel to the Company Parties and the Group Companies (individually and collectively, the “Company Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. SPAC agrees that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company Group by the Pre-Closing Company Law Firms shall not preclude the Pre-Closing Company Law Firms from serving as counsel to the Company Group or any director, member, shareholder, partner, officer or employee of the Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. SPAC shall not seek or have the Pre-Closing Company Law Firms disqualified from any such representation based upon the prior representation of the Company Group by the Pre-Closing Company Law Firms. Each of the parties hereto hereby consents thereto and waives any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any potential 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. (iii) The covenants, consents and waivers contained in this Section 8.19 shall not be deemed exclusive of any other rights to which the Pre-Closing SPAC Law Firms or the Pre-Closing Company Law Firms are entitled whether pursuant to law, contract or otherwise. (b) All communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective AffiliatesSPAC Group, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Pre-Closing SPAC Law Firms, on the other hand, prior relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “SPAC Privileged Communications”) and all communications between the Company Group, on the one hand, and Pre-Closing that relate Company Law Firms, on the other hand, relating to the Merger negotiation, preparation, execution and other delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby (the “Company Privileged Communications”) shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such shareholders the SPAC Group and the Company Group, as applicable, and shall not pass to or be claimed by Company, Merger Sub, or any Group Company (in the case of SPAC Privilege Communication) or the SPAC (in the case of Company Privileged Communication). Accordingly, Company, Merger Sub, and the Group Companies shall not have access to any SPAC Privileged Communications or to the files of the Pre-Closing SPAC Law Firms and SPAC shall not have access to the Company Privileged Communications or to the files of the Pre-Closing Company Law Firms relating to the engagement of the Pre-Closing SPAC Law Firms by the SPAC Group and their respective Affiliates the Pre-Closing Company Law Firms by the Company Group, as applicable, from and after Closing. (c) Without limiting the generality of the foregoing, from and after the Closing, (i) (A) the SPAC Group (and not the Company, the Surviving Company Merger Sub, or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (aGroup Company) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communicationsthe engagement of the Pre-Closing SPAC Law Firms, and none of the Company, the Surviving Company Merger Sub, or any of their respective Subsidiaries Group Company shall be a holder thereof and (bB) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation the Company Group (and not SPAC) shall be the sole holders of the attorney-client privilege with respect to the engagement of the Pre-Closing Company or Law Firms, and SPAC shall not be a holder thereof, (ii) (A) to the extent that files of the Pre-Closing SPAC Law Firms in respect of their engagement by the SPAC Group constitute property of the client, only the SPAC Group (and not the Company, Merger Sub, nor any Group Company) shall hold such property rights and (B) to the extent that files of Pre-Closing Company Law Firms in respect of its Subsidiaries following engagement by the ClosingCompany Group constitute property of the client, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ only the Company Group (and not SPAC) shall hold such property rights and (iii) (A) the Pre-Closing SPAC Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company Merger Sub, or any of their respective Subsidiaries Group Company by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ the Pre-Closing SPAC Law Firms and SPAC or otherwise and (B) the Pre-Closing Company Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to SPAC by reason of any attorney-client relationship between the Pre-Closing Company Law Firms and the Group Companies or otherwise. (d) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or its Affiliates, on the one hand, and a third party other than any of the Company or Group, on the other hand, SPAC and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither SPAC nor any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Company, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that SPAC or any of its Affiliates is legally required by order of a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Company Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of SPAC’s counsel, then SPAC shall immediately (and, in any event, within five (5) Business Days) notify the Company in writing so that the Company can seek a protective order. (e) This Section 8.19 is intended for the benefit of, and shall be enforceable by, the SPAC Group and the Company Group. This Section 8.19 shall be irrevocable, and no term of this Section 8.19 may be amended, waived or modified, without the prior written consent of the Pre-Closing SPAC Law Firms or Pre-Closing Company Law Firms, as applicable.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Debevoise & ▇▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Company Group, certain of the direct and indirect holders of the Companies’ equity interests and certain of their respective Affiliates prior to the date hereof, and that Debevoise & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intends to act as legal counsel to certain or all such direct and indirect holders of the foregoing Persons other than Companies’ equity interests and their respective Affiliates (which will no longer include the Company and its Subsidiaries Group) after the Closing, each of Parent, Merger Sub Acquiror and the Company Companies hereby waives, on its own behalf and agrees to cause its respective Affiliates and Subsidiaries the other Entities in the Company Group to waive, any conflicts that may arise in connection with Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP representing any such direct or indirect holders of the foregoing Persons (other than the Company and its Subsidiaries) Companies’ equity interests or their Affiliates after the Closing in connection with any Action as such representation may relate to the Company Group or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders of the Companies’ equity interests, the Company and its Subsidiaries and shareholders, Group and their respective Affiliates, on the one hand, and Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, on the other hand, prior in the course of the engagement with respect to negotiation, documentation and consummation of the Closing that relate to the Merger and other transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders direct and indirect holders of the Company Companies’ equity interests and their respective Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup). Accordingly, the Company Group shall not have access to any such communications or to the files of Debevoise & ▇▇▇▇▇▇▇▇ LLP relating to such engagement from and after the Closing Date. Without limiting the generality of the foregoing, from and after the Effective TimeClosing Date, (a) the applicable shareholders direct and indirect holders of the Company Companies’ equity interests prior to the Effective Time Closing Date and their respective Affiliates (and not the Company Group) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group shall be a holder thereof and thereof, (b) other than in connection with to the extent that files of Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation LLP in respect of such engagement constitute property of the client, only such direct and indirect holders of the Companies’ equity interests and their respective Affiliates (and not the Company or its Subsidiaries following the Closing, Group) shall hold such property rights and (c) Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP shall not have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group by reason of any attorney-client relationship between Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and any Entity in the Company or any of its Subsidiaries or other Affiliates Group or otherwise. This Section 8.12 13.17 shall be irrevocable irrevocable, and no term of this Section 13.17 may not be amended, waived or modified modified, without the prior written consent of Debevoise & ▇▇▇▇▇▇▇▇ LLP. Notwithstanding the foregoing, nothing contained herein shall restrict or prevent Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP from continuing to represent the Company Group in matters unrelated to the transactions contemplated by this Agreement, and Acquiror hereby waives any conflict in connection therewith.

Conflicts; Privilege. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) LLP has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company Stockholders and certain of the their respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)prior to date hereof, and that Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intends to act as legal counsel to certain or all of the foregoing Persons other than direct and indirect holders of the Company’s stock and their respective Affiliates (which will no longer include the Company and its Subsidiaries the Subsidiaries) after the Closing, each of ParentBuyer, Merger Sub MergerCo and the Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP representing any of the foregoing Persons (other than the Company and its Subsidiaries) direct or indirect Stockholders or their Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, MergerCo, the Company, the Surviving Corporation or obligation arising out of the Subsidiaries or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders the Company’s stock, the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders the direct and indirect holders of the Company Company’s stock and their respective Affiliates (and not the Company, the Surviving Company Corporation or any of their respective its Subsidiaries). Accordingly, the Surviving Corporation and its Subsidiaries shall not have access to any such communications or to the files of Debevoise & ▇▇▇▇▇▇▇▇ LLP relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the applicable shareholders direct and indirect holders of the Company prior to the Effective Time Company’s stock and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, Surviving Corporation or the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and thereof, (b) other than in connection with to the extent that files of Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation LLP in respect of such engagement constitute property of the Company or its Subsidiaries following client, only the Closing, direct and indirect holders of the Company’s stock and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries) shall hold such property rights and (c) Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company Corporation or any of their respective the Subsidiaries by reason of any attorney-client relationship between Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Company or any of its the Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall 8.10 will be irrevocable irrevocable, and no term of this Section 8.10 may not be amended, waived or modified modified, without the prior written consent of Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP. Notwithstanding any provision of this Agreement to the contrary, the attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of the Company (but not, for the avoidance of doubt, to the extent relating to the representation of the Company, its Subsidiaries, certain of the Stockholders and certain of their respective Affiliates in connection with the transactions contemplated hereby) and arising prior to the Closing are for the sole benefit of Buyer and the Company.

Conflicts; Privilege. Recognizing (a) It is acknowledged by each of the Parties that ▇▇▇the Company has retained Fenwick & West LLP (“Sellers’ Counsel”) to act as counsel in connection with the Transactions and that Sellers’ Counsel has not acted as counsel for any other Person in connection with the Transactions and that no other Person has the status of a client of Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. The Parties hereby agree that, in the event that a dispute arises in connection with the Transactions or the Transaction Agreements between the Seller Parties and the Purchaser, Sellers’ Counsel may represent Lead Stockholder and the Seller Parties or any of their Affiliates in such dispute even though the interests of such Persons may be directly adverse to the Purchaser, any ▇▇▇▇ ▇▇Entity, or any of their respective Affiliates, and even though Sellers’ Counsel may have represented the Company in a matter substantially related to such dispute, and each of the Parties hereby waives on behalf of itself and its respective Affiliates, any conflict of interest in connection with such representation by Sellers’ Counsel. (b) Each of the Parties further agrees that, as to all communications among Sellers’ Counsel, any ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇Entity, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the other hand, Seller Party prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the CompanyTransactions, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Lead Stockholder (the “Privileged Communications”) and may only be controlled by Lead Stockholder and shall not pass to or be claimed by the Purchaser or the ▇▇▇▇ Entities. Each of the Parties other than Lead Stockholder hereby agrees, on behalf of itself and its respective Affiliates, that no such Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the ▇▇▇▇ Entities, or otherwise, in any action against or involving any of the Parties after the Closing. Each of the Purchaser and the Company further agrees, on behalf of itself and its respective Affiliates, not to assert or waive any privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇.Privileged Communication except with

Conflicts; Privilege. Recognizing (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Principal Closing, the Company and the Company Subsidiaries, and after the Subsequent Closing, the Subsequent Transferred Company) and its and their respective managers, directors, members, partners, officers, and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that Cravath, Swaine & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (together, “Seller’s Counsel”) may serve as counsel, and ▇▇▇▇▇▇▇▇ & Touche LLP and Ernst & Young LLP (together, “Seller’s Accountants”) may provide professional services, to Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution, and delivery of this Agreement, the other Transaction Agreements, and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Seller’s Accountants may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, a “Post-Closing Representation”), notwithstanding the Current Representation. Purchaser, on behalf of itself and the Purchaser Parties, hereby consents to any such Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provides legal services to, and whether or not Seller’s Accountants provide professional services to, any Group Company after the applicable Closing Date. Similarly, Seller, on behalf of itself and any Seller Group Member, hereby consents to any representation by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. LLP (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” Purchaser’s Counsel”) has acted as legal counsel or PricewaterhouseCoopers LLP (“Purchaser’s Accountant”) to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain Purchaser or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing Purchaser Parties in connection with any Action Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or obligation any objection arising therefrom or relating thereto, even though the interests of Purchaser or any Purchaser Parties may be directly adverse to Seller or any Seller Group Member and even though Purchaser’s Counsel or Purchaser’s Accountant may have represented a Group Company in a matter substantially related to such Post-Closing Representation. Seller acknowledges that the foregoing provision applies whether or not Purchaser’s Counsel provided legal services to, and whether or not Purchaser’s Accountant provided professional services to, any Group Company prior to the applicable Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that with respect to all communications between or among the Group Companies occurring prior to the applicable Closing, Seller and its counsel (including Seller’s Counsel) made in connection with the negotiation, preparation, execution, delivery, and performance under, or any Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to this Agreement. In additionthe foregoing, all communications involving the expectation of client confidence and attorney-client confidences between the Company and its Subsidiaries and shareholdersprivilege attaching thereto belongs to, and their respective Affiliatesshall be controlled by, Seller (notwithstanding that any Group Companies participated in, was party to or was furnished such communications nor that any Group Company is also a client of such counsel), and from and after the applicable Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the applicable Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives (and will not assert) any attorney-client privilege with respect to any communication between any Seller’s Counsel, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇the Group Companies or Seller, on the other hand, occurring prior to the applicable Closing that relate in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to the Merger Seller and other transactions contemplated by this Agreement shall be deemed controlled by Seller and shall not pass to or be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the Companyclaimed by Purchaser, the Surviving any Group Company or any of their respective Subsidiaries)Affiliates. AccordinglyIn connection with any Proceeding that may arise between Seller, from on the one hand, and Purchaser or, after the Effective Timeapplicable Closing, any Group Company, on the other hand, Seller (aand not Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Seller’s Counsel, on the one hand, and any Group Company, on the other hand, that occurred before the applicable shareholders of the Company prior Closing, except to the Effective Time extent required to do so by a Governmental Entity. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and their respective Affiliates shall be a Person other than Seller (or any Affiliate thereof), on the sole holders of other hand, after the applicable Closing, the Group Companies may assert the attorney-client privilege with respect to prevent disclosure of confidential communications by any Seller’s Counsel to such communicationsPerson; provided, and none of the Companyhowever, the Surviving that no Group Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any may waive such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified privilege without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Seller. For the avoidance of doubt, the aforementioned privileges and protections described herein shall not apply to portions of communications, including any attachments to electronic communications, that do not relate to any Current Representation or any Post-Closing Representation. (c) Seller, on its own behalf and on behalf of any Seller Group Member (other than the Group Companies) and its and their respective managers, directors, members, partners, officers, and employees, and each of their successors and assigns (all such parties, the “Seller Parties”), hereby irrevocably acknowledges and agrees that with respect to all records, documents, communications, and other information relating to the Group Companies or the Business and arising after the applicable Closing, the expectation of client confidence and attorney-client privilege attaching thereto belongs to, and shall be controlled by, Purchaser, and from and after the applicable Closing, except as expressly set forth in this Agreement, neither Seller nor any Person purporting to act on behalf of or through Seller, will seek to obtain the same by any process. In connection with any Proceeding that may arise between Seller, on the one hand, and Purchaser or, after the applicable Closing, any Group Company, on the other hand, Purchaser and the Group Companies (and not Seller) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any records, documents, communications, and other information relating to the Group Companies or the Business and arising after the applicable Closing. Notwithstanding the foregoing, in the event a dispute arises between Seller, on the one hand, and a Person other than Purchaser (or any of its Affiliates), on the other hand, after the applicable Closing, Seller may assert the attorney-client privilege to prevent disclosure of confidential communications to such Person; provided, however, that Seller may not waive such privilege without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (d) In the event that any third party commences Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Principal Closing, the Company and the Company Subsidiaries, and after the Subsequent Closing, the Subsequent Transferred Company) attorney-client communications involving any Seller’s Counsel in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such Proceedings at its sole cost and expense. (e) In the event that any third party commences Proceedings seeking to obtain from Seller or any Seller Group Member (other than the Group Companies) attorney-client communications involving any records, documents, communications, and other information relating to the Group Companies or the Business and arising after the applicable Closing, Seller shall promptly notify in writing Purchaser so as to permit Purchaser to participate in any such Proceedings at its sole cost and expense.

Conflicts; Privilege. Recognizing (a) It is acknowledged by each of the parties hereto that the Company has retained ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” Arnon”) has acted to act as legal its counsel to in connection with the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), transactions contemplated hereby and that ▇▇▇▇▇▇▇ ▇has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇▇▇ intends to act for conflict of interest or any other purposes as legal counsel to certain a result thereof. Purchaser hereby agrees that, in the event that a dispute arises between Purchaser or all any of the foregoing Persons other than the Company and its Subsidiaries Affiliates (including after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and any of its Subsidiaries) and any Equityholder or any of their Affiliates (including, prior to the Closing, the Company or any of its Subsidiaries), Arnon, may represent such Equityholder or any such Affiliate (including the Sellers’ Representative) in such dispute even though the interests of such Equityholder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing Closing, the Company or any of its Subsidiaries), and even though Arnon may have represented the Company or any of its Subsidiaries in connection with any Action or obligation arising out of or relating a matter substantially related to this Agreement. such dispute. (b) In addition, all communications involving made at or prior to the Closing, and which constitute attorney-client confidences between under applicable law, by representatives of the Company and its Subsidiaries and shareholdersCompany, the Sellers’ Representative or the Equityholders or their respective Affiliates in the course of, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the other hand, prior to the Closing that relate to extent relating to, the Merger negotiation, documentation and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that consummation of the Transactions (collectively, the “Privileged Deal Communications”) belong solely to such shareholders of the Company and their respective Affiliates Equityholders (and not the Company). Accordingly, neither the Surviving Company nor any of its Affiliates shall have access to any Privileged Deal Communications, or to the files of Arnon relating to the engagement described in this Section, even after the Closing has occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Equityholders (and not the Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (aits Affiliates) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement and the Privileged Deal Communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries its Affiliates shall be a holder thereof thereof, (ii) to the extent that the files of Arnon in respect of such engagement constitute property of the client, only the Equityholders and their respective Affiliates (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of and not the Company or any of its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Affiliates) shall hold such property rights and (iii) Arnon shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Privileged Deal Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company Company; provided, however, that none of the Equityholders or any of its Subsidiaries their respective Affiliates may waive such privilege or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified exercise such property rights without the prior written consent of ▇▇the Sellers’ Representative. Notwithstanding the foregoing, the parties agree that Privileged Deal Communications do not include communications that constitute evidence of fraud or intentional misrepresentation or intentional misconduct by the Company or any Equityholder. Except as to the Privileged Deal Communications, any other pre-Closing privileged communications maintained by the Company shall be the sole property of Purchaser or its Affiliates (including its Subsidiaries). In addition, in the event that a dispute arises between Purchaser or its Affiliate and a Person other than an Equityholder, Purchaser may assert the attorney-client privilege with respect to any Privileged Deal Communications to prevent disclosure to such third-party of such Privileged Deal Communication, and Purchaser may not waive such privilege without providing no fewer than five (5) Business Days’ prior written notice to the Sellers’ Representative. (c) Each of the parties hereto further agree that ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇are third-party beneficiaries of this Section 12.13.

Conflicts; Privilege. Recognizing that Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇LLP has acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries Company’s Affiliates after the ClosingClosing (which will no longer include the Group Companies), each of Parent, Merger Sub and the Company Parent hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries the Group Companies to waive, any conflicts that may arise in connection with Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP representing any of the foregoing Persons (other than the Company and its Subsidiaries) Company’s Affiliates after the Closing in connection with any Action as such representation may relate to Parent, the Group Companies or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, Group Companies and their respective Affiliates, on the one hand, and Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP or internal counsel of the Group Companies or the Company’s Affiliates, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Company’s Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup Companies). Accordingly, the Group Companies shall not have access to any such communications or to the files of Debevoise & P▇▇▇▇▇▇▇ LLP or such internal counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) the applicable shareholders of Company’s Affiliates (and not the Company prior to the Effective Time and their respective Affiliates Group Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group Companies shall be a holder thereof and thereof, (b) other than in connection with to the extent that files of Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation LLP or such internal counsel in respect of such engagement constitute property of the Company or its Subsidiaries following client, only the Closing, Company’s Affiliates (and not the Group Companies) shall hold such property rights and (c) Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP or such internal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP or such internal counsel and the Company or any of its Subsidiaries or other Affiliates Group Companies or otherwise. This Section 8.12 shall be irrevocable Notwithstanding the foregoing, in the event that a dispute arises between Parent or a Group Company and a third party other than a party to this Agreement after the Closing, Parent may not be amended, waived or modified without assert the prior written consent attorney-client privilege to prevent disclosure of confidential communications by Debevoise & P▇▇▇▇▇▇▇ LLP to such third party; provided, however, that the Parent may not waive such privilege without the prior written consent of the CDR Funds. This Section 8.16 will be irrevocable, and no term of this Section 8.16 may be amended, waived or modified, without the prior written consent of Debevoise & P▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP.

Conflicts; Privilege. Recognizing that (a) The parties hereto acknowledge and agree, on their own behalf and on behalf of their respective directors, members, shareholders, stockholders, partners, officers, employees and Affiliates, as applicable, that: (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & and ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” (the “Pre-Closing Union Group Law Firms”) has have acted as legal counsel to Union, the holders of Union Ordinary Shares and the Union Representative (individually and collectively, the “Union Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Parent and Bioceres agree, and shall cause the Group Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of Union by the Pre-Closing Union Group Law Firms, or any successors thereto, shall not preclude the Pre-Closing Union Group Law Firms from serving as counsel to the CompanyUnion Group or any director, its Subsidiariesmember, certain shareholder, stockholder, partner, officer or employee of the shareholders of the Company and certain of the respective Affiliates of the CompanyUnion Group, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action litigation, claim or obligation arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. In additionNeither Parent nor Bioceres shall, all and each shall cause the Group Companies not to, seek to or have the Pre-Closing Union Group Law Firms disqualified from any such representation based upon the prior representation of Union by the Pre-Closing Union Group Law Firms. The parties hereto hereby consent thereto and waive any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of their respective Affiliates to consent to waive any potential 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. (ii) Linklaters LLP and ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ & Mairal (“Bioceres Group Law Firms”) have acted as counsel to Parent, Bioceres and the Group Companies (individually and collectively, the “Bioceres Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Union agrees, and shall cause the Group Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Group Companies by the Bioceres Group Law Firms shall not preclude the Bioceres Group Law Firms from serving as counsel to the Bioceres Group or any director, member, shareholder, partner, officer or employee of the Bioceres Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. Union shall not, and shall cause the Group Companies not to, seek or have the Bioceres Group Law Firms disqualified from any such representation based upon the prior representation of the Group Companies by the Bioceres Group Law Firms. Each of the parties hereto hereby consents thereto and waives any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any potential 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. (iii) The covenants, consents and waivers contained in this Section 10.14 shall not be deemed exclusive of any other rights to which the Pre-Closing Union Group Law Firms or the Pre-Closing Bioceres Group Law Firms are entitled whether pursuant to law, contract or otherwise. (b) All communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective AffiliatesPre-Closing Union Group, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Pre-Closing Union Group Law Firms, on the other hand, prior relating to the Closing that relate negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Union Privileged Communications”) and all communications between the Bioceres Group, on the one hand, and Bioceres Group Law Firms, on the other hand, relating to the Merger negotiation, preparation, execution and other delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby (the “Bioceres Privileged Communications”) shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such shareholders of the Company Pre-Closing Union Group and their respective Affiliates (the Bioceres Group, as applicable, and shall not the Companypass to or be claimed by Parent, the Surviving Company Bioceres or any Group Company (in the case of their respective SubsidiariesUnion Privilege Communication) or the pre-Closing Union (in the case of Bioceres Privileged Communication). Accordingly, Parent, Bioceres and the Group Companies shall not have access to any Union Privileged Communications or to the files of the Pre-Closing Union Group Law Firms and Union shall not have access to the Bioceres Privileged Communications or to the files of the Bioceres Group Law Firms relating to the engagement of the Pre-Closing Union Group Law Firms by the Union Group and the Bioceres Group Law Firms by the Bioceres Group, as applicable, from and after Closing. (c) Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (ai) (A) the applicable shareholders of the Company prior to the Effective Time Pre-Closing Union Group (and their respective Affiliates not Parent, Bioceres or any Group Company) shall be the sole holders of the attorney-client privilege with respect to such communicationsthe engagement of the Pre-Closing Union Group Law Firms, and none of the CompanyParent, the Surviving Company Bioceres or any of their respective Subsidiaries Group Company shall be a holder thereof and (bB) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation the Bioceres Group (and not Union or the Group Companies) shall be the sole holders of the attorney-client privilege with respect to the engagement of the Bioceres Group Law Firms, and none of Union or any Group Company or its Subsidiaries following shall be a holder thereof, (ii) (A) to the Closingextent that files of the Pre-Closing Union Group Law Firms in respect of their engagement by the Pre-Closing Union Group constitute property of the client, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ only the Pre-Closing Union Group (and not Parent, Bioceres nor any Group Company) shall hold such property rights and (B) to the extent that files of Bioceres Group Law Firm in respect of their engagement by the Bioceres Group constitute property of the client, only the Bioceres Group (and not Union nor any Group Company) shall hold such property rights and (iii) (A) the Pre-Closing Union Group Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the CompanyParent, the Surviving Company Bioceres or any of their respective Subsidiaries Group Company by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ the Pre-Closing Union Group Law Firms and Union or otherwise and (B) the Bioceres Group Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Union or any Group Company by reason of any attorney-client relationship between the Bioceres Group Law Firms and the Company Group Companies or otherwise. (d) Notwithstanding the foregoing, in the event that a dispute arises between Union or its Affiliates (including any Group Company), on the one hand, and a third party other than any of the Bioceres Group, on the other hand, Union and its Affiliates (including the Group Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Union nor any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and (including any Group Company) may not be amended, waived or modified waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Bioceres, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Union or any of its Affiliates (including any Group Company) is legally required by order of a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Bioceres Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Union’s counsel, then Union shall immediately (and, in any event, within five (5) Business Days) notify Bioceres in writing so that Bioceres can seek a protective order. (e) This Section 10.14 is intended for the benefit of, and shall be enforceable by, the Union Group and the Bioceres Group. This Section 10.14 shall be irrevocable, and no term of this Section 10.14 may be amended, waived or modified, without the prior written consent of the Pre-Closing Union Group Law Firms or Bioceres Group Law Firms, as applicable.

Conflicts; Privilege. Recognizing (a) The Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that ▇▇▇▇▇▇▇, Swaine & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (together, “Guarantor’s Counsel”) may serve as counsel to, and ▇▇, P.A. ▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ”) has acted as legal counsel to may provide professional services to, the CompanyGuarantor, its Subsidiarieson the one hand, certain and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the shareholders of Transactions (the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries“Current Representation”), and that that, following consummation of the Transactions, any Guarantor’s Counsel may serve as counsel to, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain may provide professional services to, the Guarantor or all any of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing or any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Action dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions, notwithstanding such representation (or any continued representation) of the Group Companies, and the Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. In additionThe Purchaser acknowledges that the foregoing provision applies whether or not any Guarantor’s Counsel provide legal services to, and whether or not ▇▇▇▇▇▇▇ provides professional services to, any Group Company after the Closing Date. (b) The Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that for all privileged communications involving attorney-between or among the Group Companies prior to the Closing, the Guarantor and their counsel (including Guarantor’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, the expectation of client confidences confidence belongs to, and shall be controlled by, the Guarantor (notwithstanding that any Group Company participated in, was party to or was furnished such communications nor that any Group Company is also a client of such counsel)in connection with any dispute or Proceeding that may arise between the Company and its Subsidiaries and shareholders, and their respective AffiliatesGuarantor, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇the Purchaser or, after the Closing, any Group Company, on the other hand. In connection with any such dispute or Proceeding, the Guarantor (and not the Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Guarantor’s Counsel and any Group Company that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between the Purchaser or the Group Companies, on the one hand, and a Person other than the Guarantor (or any Affiliate thereof), on the other hand, prior to after the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the CompanyClosing, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of Group Companies may assert the attorney-client privilege with respect to prevent disclosure of confidential communications by any Guarantor’s Counsel to such communicationsPerson; provided, and none of the Companyhowever, the Surviving that no Group Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any may waive such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified privilege without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇the Guarantor. (c) In the event that any third party commences Proceedings seeking to obtain from the Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving any Guarantor’s Counsel in connection with the Current Representation, the Purchaser shall promptly notify the Guarantor in writing so as to permit the Guarantor to participate in any such Proceedings.

Conflicts; Privilege. Recognizing (a) Buyer and Seller acknowledge that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Nagashima Ohno & ▇▇▇▇▇▇▇▇▇▇ have acted as legal counsel to the Group Companies and Seller and certain of their respective Affiliates in respect of the transactions contemplated by this Agreement, P.A. (“and in respect of certain other matters prior to the date hereof, and agrees, on behalf of itself and each Group Company, that Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company LLP and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends Nagashima Ohno & Tsunematsu may continue to act as legal counsel to certain or all of the foregoing Persons other than the Company Seller and its Subsidiaries Affiliates after the Closing. Accordingly, each of Parent, Merger Sub and the Company Buyer hereby waives, on its own behalf of itself and agrees to cause its Affiliates and Subsidiaries to waiveeach Group Company, any conflicts that may arise in connection with Debevoise & ▇▇▇▇▇▇▇▇ LLP and Nagashima Ohno & Tsunematsu representing Seller and its respective Affiliates after the Closing as such representation may relate to any Group Company or the transactions contemplated by this Agreement, and agrees not to, and to cause each Group Company not to, assert any such conflict or breach of any fiduciary or other duty owed to any Group Company as a basis for disqualifying Debevoise & ▇▇▇▇▇▇▇▇ LLP and Nagashima Ohno & ▇▇▇▇▇▇▇▇▇▇ representing from any such representation. (b) Buyer agrees, on behalf of the foregoing Persons itself and each Group Company, that (other than the Company and its Subsidiariesi) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the any of Seller, any Group Company and its Subsidiaries and shareholders, and any of their respective Affiliates, on the one hand, and Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP and Nagashima Ohno & Tsunematsu, on the other hand, prior relating to the Closing that relate to negotiation, documentation and consummation of the Merger and other transactions contemplated by this Agreement Agreement, including in respect of Persons other than Buyer (collectively, “Privileged Communications”), shall be deemed to be attorney-client confidences that belong solely to such shareholders Seller and not to any of the Company and their respective Affiliates Group Companies, (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (aii) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders extent that files of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with Debevoise & ▇▇▇▇▇▇▇▇ LLP and Nagashima Ohno & Tsunematsu in respect of such engagement constitute property of its client, only Seller (and not Buyer or any Group Company) shall hold such property rights and (iii) Debevoise & ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and Nagashima Ohno & Tsunematsu shall have no duty whatsoever to reveal or disclose any Privileged Communications or any such attorney-client communications or files to the Company, the Surviving Company any of Buyer or any of their respective Subsidiaries Group Company by reason of any attorney-client relationship between each of Debevoise & ▇▇▇▇▇▇▇▇ ▇LLP and Nagashima Ohno & Tsunematsu and any Group Company or otherwise. ▇▇▇▇▇ ▇▇▇▇▇▇ agrees that the foregoing attorney-client privilege of Seller shall be controlled by, and the Company may only be waived by, Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Subsidiaries Affiliates (including, after the Closing, the Group Companies) of any applicable privileges or other Affiliates protections that can or otherwise. This Section 8.12 shall may be irrevocable and may not be amended, waived or modified without the prior written consent asserted to prevent disclosure of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇any such communications to any third party.

Conflicts; Privilege. (a) Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Debevoise & ▇▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Group Companies, certain of Sellers and certain of their respective Affiliates prior to date hereof, and that Debevoise & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intends to act as legal counsel to certain or all of Sellers and their respective Affiliates (which will no longer include the foregoing Persons other than the Company and its Subsidiaries Group Companies) after the Closing, each of Parent, Merger Sub Buyer and the Company hereby waives, on its own behalf behalf, and agrees to cause its Affiliates and its Subsidiaries to waive, any conflicts that may arise in connection with Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP representing any of the foregoing Persons (other than the Company and its Subsidiaries) Seller or their Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, the Company or obligation arising out of the Subsidiaries or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Sellers, the Company and its Subsidiaries and shareholders, Group Companies and their respective Affiliates, on the one hand, and Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, on the other hand, prior to but only in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby, shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Sellers and their respective Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup Companies). Accordingly, after the Closing, the Group Companies agree to use their reasonable best efforts not to access any communications or files of Debevoise & ▇▇▇▇▇▇▇▇ LLP relating to such engagement that may remain in the records of the Group Companies. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (ai) the applicable shareholders of the Company prior to the Effective Time Sellers and their respective Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group Companies shall be a holder thereof and thereof, (bii) other than in connection with to the extent that files of Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation LLP in respect of such engagement constitute property of the Company or its Subsidiaries following client, only Sellers and their respective Affiliates (and not the Closing, Group Companies) shall hold such property rights and (iii) Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Company or Group Companies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer and/or the Group Companies, on the one hand, and a Person other than a party to this Agreement, on the other hand, Buyer may assert any attorney-client privilege to prevent disclosure to such third party of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and any such privileged communications; provided, however, that Buyer may not be amended, waived or modified waive such privilege with respect to privileged communications without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed. (b) Recognizing that Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP has acted as legal counsel to the Company, the Founders and their respective Affiliates prior to date hereof, and that Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to the Founders after the Closing, each of Buyer and the Company hereby waives, on its own behalf, and agrees to cause its Affiliates and its Subsidiaries to waive, any conflicts that may arise in connection with Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP representing any Founder or their Affiliates after the Closing as such representation may relate to Buyer, the Company or the Subsidiaries or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Founders, the Group Companies and their respective Affiliates, on the one hand, and Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, on the other hand, but only in the course of the negotiation, documentation and consummation of the transactions contemplated hereby, shall be deemed to be attorney-client confidences that belong solely to the Founders and their respective Affiliates (and not the Group Companies). Accordingly, after the Closing the Group Companies agree to use their reasonable best efforts not to access any such communications or files of Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP relating to such engagement that may remain in the records of the Group Companies. Without limiting the generality of the foregoing, from and after the Closing, (i) Founders and their respective Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies shall be a holder thereof, (ii) to the extent that files of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Group Companies) shall hold such property rights and (iii) Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies by reason of any attorney-client relationship between Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and the Group Companies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer and/or the Group Companies, on the one hand, and a Person other than a party to this Agreement, on the other hand, Buyer may assert any attorney-client privilege to prevent disclosure to such third party of any such privileged communications; provided, however, that Buyer may not waive such privilege with respect to privileged communications without the prior written consent of the Founders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed.

Conflicts; Privilege. Recognizing that Acquirer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company after the Closing), hereby irrevocably (a) agrees that, notwithstanding any current or prior representation of the Company by F▇▇▇▇ & L▇▇▇▇▇▇ LLP ("F▇▇▇▇") and/or J▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇(together with F▇▇▇▇, P.A. "Counsel"), Counsel shall be allowed to represent Seller and each of their respective Affiliates in any matters (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” including any matters and disputes adverse to Acquirer and/or the Company) has acted as legal counsel that either are existing on the date hereof or arise in the future and relate to this Agreement and the transactions contemplated hereby and waives and consents to the Company, its Subsidiaries, certain of the shareholders of the Company communication and certain of the respective Affiliates of the Company, its Subsidiaries disclosure by Counsel to Seller and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action such representation of any fact known to, or obligation document in the possession of, Counsel arising out by reason of Counsel's prior representation of the Company; (b) waives any claim that Acquirer or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholdershave or may have that Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation; (c) agrees that, and their respective Affiliatesif a dispute arises after the Closing between Acquirer and/or the Company, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Seller or any of its Affiliates, on the other hand, prior then Counsel may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Acquirer or the Company and even though Counsel may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for Acquirer and/or the Company; and (d) agrees that no communications (including email or other written communications) subject to attorney-client privilege among Counsel and the Company, Seller and/or any of their respective Affiliates that relate in any way to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be subject to disclosure, directly or indirectly, to Acquirer or any Person acting on behalf of Acquirer, and the Company shall, without the necessity of further documentation of transfer, be deemed to be attorney-client confidences that belong solely have irrevocably assigned and transferred to such shareholders of the Company and their respective Affiliates (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of Seller the attorney-client privilege and the expectation of client confidence with respect to all such communications, and none of the same shall be controlled by Seller and shall not be claimed by Acquirer or the Company; provided, however, that, with respect to this clause (d), in the event that a dispute arises between Acquirer and/or the Company, on the Surviving Company or any of their respective Subsidiaries shall be one hand, and a holder thereof and (b) third party other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of a party to this Agreement, on the Company or its Subsidiaries following other hand, after the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such the Company may assert the attorney-client privilege to prevent disclosure of confidential communications or files by Counsel to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇such third party.

Conflicts; Privilege. Recognizing (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Transferred Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇▇Swaine & ▇▇▇▇▇ ▇LLP (“Seller’s Counsel”) may serve as counsel to, and ▇▇▇▇▇ ▇▇▇▇▇▇” & Young LLP (“EY”) has acted as legal counsel to may provide professional services to, Seller, on the one hand, and the Transferred Company, its Subsidiarieson the other hand, certain in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the shareholders of Transactions (the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries“Current Representation”), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all that, following consummation of the foregoing Persons other than the Company Transactions, any Seller’s Counsel may serve as counsel to, and its Subsidiaries after the ClosingEY may provide professional services to, each Seller or any of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing or any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Action dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Transferred Company, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. In additionPurchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not EY provides professional services to, the Transferred Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that all communications involving between or among the Business Group Members prior to the Closing, Seller and their counsel (including Seller’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Seller and such counsel and the expectation of client confidence belongs to, and shall be controlled by, Seller (notwithstanding that any Business Group Member participated in, was party to or was furnished such communications nor that any Business Group Member is also a client of such counsel), and from and after the Closing, neither Purchaser nor the Transferred Company nor any Person purporting to act on behalf of or through Purchaser or the Transferred Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client confidences privilege with respect to any communication between any Seller’s Counsel, the Transferred Company and its Subsidiaries and shareholdersor Seller occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Transferred Company or any of their respective Affiliates. In connection with any dispute or Proceeding that may arise between Seller, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Purchaser or, after the Closing, the Transferred Company, on the other hand, prior Seller (and not Purchaser or the Transferred Company) will have the right to the Closing that relate decide whether or not to the Merger and other transactions contemplated by this Agreement shall be deemed to be waive any attorney-client confidences privilege that belong solely may apply to such shareholders of any communications between any Seller’s Counsel and the Transferred Company and their respective Affiliates (and not that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Transferred Company, on the Surviving Company one hand, and a Person other than Seller (or any of their respective SubsidiariesAffiliate thereof). Accordingly, from and on the other hand, after the Effective TimeClosing, (a) the applicable shareholders of the Transferred Company prior to the Effective Time and their respective Affiliates shall be the sole holders of may assert the attorney-client privilege with respect to prevent disclosure of confidential communications by any Seller’s Counsel to such communicationsPerson; provided, and none of however, that the Company, the Surviving Transferred Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Seller. (c) In the event that any third party commences Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Closing, the Transferred Company) attorney-client communications involving any Seller’s Counsel in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such Proceedings.

Conflicts; Privilege. Recognizing (a) The Buyers and the Group Companies acknowledge that each of Debevoise & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇ Ltd. have acted as legal counsel to the Group Companies, the Sellers and certain of their respective Affiliates in respect of the transactions contemplated hereby, and in respect of certain other matters prior to date hereof, and agree that each of Debevoise & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ltd. may continue to act as legal counsel to the Sellers and their respective Affiliates after the Closing. Accordingly, each Group Company hereby waives any conflicts that may arise in connection with Debevoise & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“▇LLP or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd. representing any Seller or any Affiliate of any Seller after the Closing as such representation may relate to the Group Companies or the transactions contemplated hereby, and agrees not to assert any such conflict or breach of any fiduciary or other duty owed to the Group Companies as a basis for disqualifying Debevoise & ▇▇▇▇▇▇” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act Ltd., as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closingcase may be, each of Parent, Merger Sub from any such representation. (b) The Buyers and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts Group Companies agree that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiariesi) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholdersSellers, the Group Companies and their respective Affiliates, on the one hand, and Debevoise & ▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Ltd., on the other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby and occurring prior to the Closing that relate to Closing, including in respect of Persons other than the Merger and other transactions contemplated by this Agreement Buyers (collectively, “Privileged Communications”), shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (Sellers and not to the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective TimeGroup Companies, (aii) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders extent that files of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company Debevoise & ▇▇▇▇▇▇▇▇ LLP or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd., as the case may be, in respect of such engagement constitute property of the client, only the Sellers (and not the Group Companies) shall hold such property rights, and (iii) neither Debevoise & ▇▇▇▇▇▇’▇▇ representation of the Company or its Subsidiaries following the Closing, ▇LLP nor ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd. shall have no any duty whatsoever to reveal or disclose any Privileged Communications or any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Debevoise & ▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇ Ltd, as the case may be, and the Group Companies or otherwise. Each Seller agrees that the foregoing attorney-client privilege of the Sellers shall be controlled by, and may only be waived by, the Seller Representatives. (c) The Buyers and the Group Companies agree (i) not to use (and to cause any other Buyer Indemnitee not to use) any Privileged Communications for the purpose of asserting, prosecuting or litigating any claims against the Sellers or their Affiliates relating to this Agreement and the transactions contemplated hereby, including any claims for indemnification hereunder, and (ii) upon the request of the Seller Representatives, to return to the Seller Representatives or destroy any Privileged Communications held by the Group Companies after the Closing and to certify compliance with such request, except as required by applicable Law, bona fide document or information retention policies or to the extent electronically archived pursuant to bona fide information backup processes. (d) The Group Companies agree not to disclose any Privileged Communications to any Person following the Closing to the extent retained thereby, unless compelled to disclose by judicial or administrative process or by other requirements of Law. Upon receipt by any Group Company of any subpoena, discovery or other request that calls for the production or disclosure of any Privileged Communications, such Group Company will promptly notify the Seller Representatives of the existence of the request and provide the Seller Representatives a reasonable opportunity to assert the rights it or any Seller may have to prevent the production or disclosure of such Privileged Communications. (e) This ‎Section 18.16 will be irrevocable and no term of this Section 18.16 may be amended, waived or modified, without the prior written consent of Debevoise & ▇▇▇ ▇▇▇▇▇▇ LLP and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Ltd., with respect to paragraph (a) hereof, or the Seller Representatives, with respect to paragraph (b), (c) or (d) hereof. Notwithstanding anything to the contrary in this Section 18.16, in the event that a dispute arises between the Buyers, the Group Companies or any Buyer Indemnitee or any of their respective Affiliates, on the one hand, and a third party, on the other hand (other than a party hereto or any of its Affiliates) after the Closing, the Buyers, the Group Companies, such Buyer Indemnitee and any Affiliate thereof may assert the attorney-client privilege to prevent disclosure of the Privileged Communications without the prior written consent of any other Person.

Conflicts; Privilege. Recognizing It is acknowledged by all of the parties that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇the Company has retained K&L Gates LLP to act as its counsel in connection with the transactions contemplated hereby and that K&L Gates LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party or Person has the status of a client of K&L Gates LLP for conflict of interest or any other purposes as a result thereof. Parent and Merger Sub (on behalf of themselves, as well as the Surviving Corporation) hereby agree that, in the event that a dispute arises between Parent or any of its Affiliates (including Merger Sub or the Surviving Corporation) and any Equityholder or Stockholder Representative, or any of their respective Affiliates, in connection with the transactions contemplated by this Agreement, K&L Gates LLP may represent such Equityholder or Stockholder Representative or any such Affiliate in such dispute even though the interests of such Equityholder or Stockholder Representative or such Affiliate may be directly adverse to Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates, and Parent and Merger Sub hereby waive, on behalf of itself and each of its Affiliates (including the Surviving Corporation), any conflict of interest in connection with such representation by K&L Gates LLP. Parent and Merger Sub (on behalf of themselves and the Surviving Corporation) agree that, as to all communications, whether written or electronic, among K&L Gates LLP and the Company or the Equityholders, and all files, attorney notes, drafts or other documents with respect to such communications, that relate in any way to the transactions contemplated by this Agreement or any Transaction document, Letter of Transmittal, Joinder Agreement, Option Cancellation Agreement, and Bonus Cancellation Agreement that predate the Closing, the attorney- client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Stockholder Representative and may be controlled by the Stockholder Representative and shall not pass to or be claimed by ▇▇▇▇▇▇, P.A. (“▇the Merger Sub or the Surviving Corporation. Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” ) has acted as legal counsel Sub agree to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)take, and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, successors and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the other hand, prior assigns to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates take (and not the Company, including the Surviving Company or any Corporation), all steps reasonably requested by the Stockholder Representative necessary to implement the intent of their respective Subsidiaries)this Section 8.11. Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇.8.12

Conflicts; Privilege. Recognizing (i) The Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company) and the Sellers, on behalf of themselves and their respective Affiliates, acknowledge and agree that ▇▇▇▇▇▇▇ , ▇▇▇▇▇▇ ▇▇▇▇▇▇ ’▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. ▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇” Company Counsel”) has have acted as legal counsel to for the Sellers and the Company in connection with this Agreement and the Transaction (the “Acquisition Engagement”), and in connection with the Acquisition Engagement, Company Counsel has not acted as counsel for the Buyer or any of its Affiliates. (ii) Only the Sellers, the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the their respective Affiliates shall be considered clients of Company Counsel with respect to the CompanyAcquisition Engagement. The Buyer, on behalf of itself and its Subsidiaries and such shareholders Affiliates (including BBX Capital, Inc. and its Subsidiaries), and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf Company) acknowledges and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all confidential communications involving attorney-client confidences between the Company and its Subsidiaries and shareholdersSellers, the Company, and their respective Affiliates, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Company Counsel, on the other hand, in connection with the Acquisition Engagement, which, immediately prior to the Closing that relate to Closing, was attorney-client privileged communications between the Merger Sellers, the Company, and their respective Affiliates, on the one hand, and Company Counsel, on the other transactions contemplated by this Agreement hand, (such communications, “Protected Communications”) shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (Sellers and not the Company, and shall not pass to or be claimed, held, or used by the Surviving Buyer or the Company upon or any after the Closing. Without limiting the generality of their respective Subsidiaries). Accordinglythe foregoing, from upon and after the Effective TimeClosing, (ai) to the applicable shareholders extent that files of Company Counsel in respect of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communications, and none Acquisition Engagement constitute property of the Company, only the Surviving Company or any of Sellers and their respective Subsidiaries Affiliates (other than the Company) shall be a holder thereof hold such property rights and (bii) other than in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ representation of the Company or its Subsidiaries following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications Protected Communications or files to the Company, the Surviving Company or any of their respective Subsidiaries the Buyer by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company Counsel and the Company or otherwise; provided, however, that notwithstanding the foregoing, (x) Company Counsel shall not disclose any such Protected Communications or files to any third parties (other than representatives, accountants, and advisors of the Sellers and their Affiliates (other than the Company); provided, that such representatives, accountants, and advisors are obligated to maintain the confidence of such Protected Communications) and (y) all rights, files, and information that are not related to the Acquisition Engagement, including matters that relate to the operation of the Company, shall belong to the Company. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) irrevocably waives any right it may have to discover or obtain Protected Communications, provided, however, the foregoing shall prohibit neither the Buyer nor the Company from seeking proper discovery of such Protected Communications nor the Sellers from asserting that such Protected Communications are not discoverable to the extent that attorney client privileges have attached thereto. If and to the extent that, at any time subsequent to Closing, the Buyer or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 (including after the Closing, the Company) has the right to waive any attorney-client privilege with respect to any Protected Communications, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) shall be irrevocable and may not be amended, waived or modified without entitled to waive such privilege only with the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇the Sellers (such consent not to be unreasonably withheld). In the event that a dispute arises between the Buyer or the Company, on the one hand, and a Person other than the Sellers, on the other hand, after the Closing, the Buyer and the Company, as applicable, may assert the attorney-client privilege to prevent disclosure of Protected Communications to such third party. (iii) The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) acknowledges and agrees that Company Counsel has acted as counsel for the Sellers, the Company, and their respective Affiliates for several years and that the Sellers may reasonably anticipate that Company Counsel will continue to represent them or their Affiliates, individually or collectively, in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company) expressly (i) consents to Company Counsel’s representation of the Sellers or their Affiliates, individually or collectively, or any of their respective agents (if any of the foregoing Persons so desire) in any matter, including, without limitation, any post-Closing matter in which the interests of the Buyer and the Company, on the one hand, and the Sellers or any of their Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated hereby, and whether or not such matter is one in which Company Counsel may have previously advised the Sellers, the Company, or their respective Affiliates and (ii) consents to the disclosure by Company Counsel to the Sellers or their Affiliates of any information learned by Company Counsel prior to the date hereof in the course of its representation of the Sellers, the Company, or their respective Affiliates in regard to the Acquisition Engagement, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Company Counsel’s duty of confidentiality. (iv) From and after the Closing, the Company shall cease to have any attorney-client relationship with Company Counsel, unless and to the extent Company Counsel is expressly engaged in writing by the Company to represent the Company after the Closing.