Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. (a) It is acknowledged by each Party that Seller has retained O’Melveny & ▇▇▇▇▇ LLP (“OMM”) to act as counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller has the status of a client of OMM for conflict of interest or any other purposes as a result thereof. (b) Buyer hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees that, as to all communications among OMM, any of Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party the parties that Seller Skyview has retained O’Melveny ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇, P.C. (“OMMSYCR”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM SYCR has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller no other Party to this Agreement has the status of a client of OMM SYCR for conflict of interest or any other purposes as a result thereof. (b) Buyer Acquiror hereby agrees that, in the event that a dispute arises pursuant to this Agreement, after the Ancillary Agreements or the transactions contemplated hereby or thereby Closing between Buyer Acquiror or any of its Affiliates (includingincluding the Company), after on the Closingone hand, and any of the Company and its Subsidiaries) and Seller Sellers, Sellers’ Agent or any of Seller’s their respective Affiliates (includingeach a “Seller Represented Party” and, prior to the Closingcollectively, the Company “Seller Represented Parties”) under or relating to this Agreement, any Transaction Agreement, any transaction contemplated hereby or thereby, and its Subsidiariesany related matter, such as claims or disputes arising hereunder and thereunder, including with respect to any indemnification claims (“Transaction Matters”), OMM SYCR may represent any Seller or any of its Affiliate Represented Party in such dispute, even though the interests of such Seller or its Affiliate Represented Party may be directly adverse to Buyer Acquiror or any of its Affiliates (including, after including the Closing or the Company and its SubsidiariesCompany), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or SYCR may be handling other ongoing matters for Buyer or Acquiror and the Company or any of its Subsidiaries. (c) Buyer Company. Acquiror hereby waives, on behalf of itself and each of its Affiliates (including, after including the Closing, the Company and its Subsidiaries), Company) any claim that it has or may have that OMM SYCR has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) aboverepresentations. (dc) Buyer, on behalf of itself The parties acknowledge and each of its Affiliates agree that (including, after the Closing, the Company and its Subsidiaries), further agrees that, as to a) all communications among OMM, any of Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company between SYCR or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries)other legal counsel, on the one hand, and the Company or any Person other than Seller or of its Affiliatesrepresentatives, on the other hand, Buyer and (b) privileged work product of SYCR or such Affiliate may assert the attorney-client privilege, the expectation other counsel generated in connection with representation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries in each case of clauses (a) and their respective Affiliates (b), made or produced before the consummation of the Closing in connection with any emailTransaction Matter or any other matter, document and other records containing which immediately before the Closing would be deemed to be an attorney-client privileged information where communications and would not be subject to compelled disclosure to Acquiror as a result of such communication being an attorney-client privileged communication or otherwise privileged in nature (“Relevant Privileged Materials”), shall continue after the Closing to be attorney-client privileged communications of the Company with SYCR or any such other counsel or otherwise privileged in nature, as applicable, and, in no event, shall any Seller Represented Party or any representative of a Seller Represented Party take any action that may waive or otherwise jeopardize the attorney-client privilege is held jointly between one or other privilege attaching to the Relevant Privileged Materials. (1d) or more Acquiror shall not seek to admit into evidence any of the Company or Relevant Privileged Materials in connection with any dispute concerning Transaction Matters, including in respect of its Subsidiariesany indemnification claims, between any Seller Represented Party, on the one hand, and Seller Acquiror, on the other hand, by any process, including on the grounds that the attorney-client privilege or other privilege attaching to such Relevant Privileged Materials belongs to Acquiror or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”Company). ▇▇▇▇▇▇ agrees that any emailNotwithstanding the foregoing, document and other record temporarily removed for analysis the avoidance of doubt, (i) this Section 8.13(d) shall not be applicable with respect to determine the presence of Jointly Relevant Privileged Information pursuant Materials to the first sentence of extent the same does not concern or otherwise relate to the Transaction Matters, and (ii) this Section 11.17(e8.13(d) shall be returned to the Company not limit any claim for fraud, intentional breach, intentional misrepresentation or its Subsidiaries promptly following the completion of such review if it is determined willful misconduct by Seller that such email, document or other record does not contain Jointly Privileged Informationany Person. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.[SIGNATURE PAGE NEXT]

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller has and the Company have retained O’Melveny & ▇▇▇▇▇ LLP Viewpoint Law Group (“OMMViewpoint”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement Transactions and that OMM Viewpoint has not acted as counsel for any other Person in connection with the transactions contemplated by Transactions and that no other Party to this Agreement and that only Seller or Person has the status of a client of OMM Viewpoint for conflict of interest or any other purposes as a result thereof. (b) Buyer . Purchaser hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Company and its SubsidiariesCompany) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its SubsidiariesCompany), OMM Viewpoint may represent Seller and the Company (prior to Closing) and may represent Seller or any of its Affiliate thereof (after the Closing) in such dispute, dispute even though the interests of Seller or its any Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, including after the Closing or Closing, the Company and its SubsidiariesCompany), and even though OMM Viewpoint may have represented the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or Seller and Affiliates thereof and/or the Company. Purchaser and the Company or any of its Subsidiaries. hereby (ca) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries)Affiliates, any claim that it has they have or may have that OMM Viewpoint has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph representation, (b) above. (d) Buyeragrees that, on behalf of itself and each in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, including after the Closing, the Company and its SubsidiariesCompany), on the one hand, and Seller, and/or any Affiliate of Seller, on the other hand, Viewpoint may represent Seller in such dispute even though the interest of Seller may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company), and even though Viewpoint may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Seller. ▇▇▇▇▇▇▇▇▇ further agrees that, as to all communications among OMMViewpoint, any of Seller and the Company and its Subsidiaries Seller that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company or any of its SubsidiariesPurchaser. Notwithstanding the foregoing, anything set forth in the event that foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Buyer Purchaser or any of its Affiliates (including, after including the Closing, the Company and its SubsidiariesCompany), on the one hand, and any Person a third party, other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (not including the Company or its Subsidiaries prior to ClosingCompany), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that hand, any emailof Parent, document Purchaser and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following may assert the completion attorney-client privilege to prevent disclosure of privileged communications to such review if it is determined by Seller that such emailthird party; provided, document or other record does not contain Jointly Privileged Information. From and after the Closinghowever, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has may not made copies waive such privilege without the written Consent of and that ▇▇▇▇▇ agrees is Jointly PrivilegedPurchaser or the Company.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties hereto that Seller has the Company and the Securityholder Representative have retained O’Melveny & ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“OMMKMR”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM KMR has not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other party to this Agreement and that only Seller or Person has the status of a client of OMM KMR for conflict of interest or any other purposes as a result thereof. (b) Buyer . Parent hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Parent or any of its Affiliates (including, after the Closing, the Company Surviving Corporation and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate Affiliates) and the Securityholder Representative or any Key Securityholder, KMR may represent the Securityholder Representative or any Key Securityholder in such dispute, dispute even though the interests of Seller the Securityholder Representative or its Affiliate such Key Securityholder may be directly adverse to Buyer Parent or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company Surviving Corporation), and even though KMR may have represented the Surviving Corporation in a matter substantially related to such dispute, Parent (i) hereby waives, on behalf of itself and the Surviving Corporation and each of its Subsidiaries)Affiliates, any claim that it has they have or may have that OMM KMR has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed representation, and (ii) agrees that, in paragraph (b) above. (d) Buyer, on behalf of itself and each the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the Closing, the Company Surviving Corporation) and the Securityholder Representative or any Key Securityholder, KMR may represent the Securityholder Representative or such Key Securityholder in such dispute even though the interest of the Securityholder Representative or such Key Securityholder may be directly adverse to Parent or any of its Subsidiaries)Affiliates (including, after the Closing, the Surviving Corporation) and even though KMR may have represented the Surviving Corporation in a matter substantially related to such dispute. Parent further agrees that, as to all communications among OMMKMR, the Surviving Corporation, the Key Securityholders and the Securityholder Representative or any of Seller and the Company and its Subsidiaries their Affiliates or representatives that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Securityholder Representative and may be controlled by the applicable Seller Securityholder Representative and shall not pass to or be claimed by Buyer Parent or the Company or any of its SubsidiariesSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the ClosingThe Securityholder Representative, the Company Surviving Corporation and Parent further agree that KMR and its Subsidiaries), on the one hand, partners and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorneyemployees are third-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence party beneficiaries of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged9.21.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties hereto that Seller the Company has retained O’Melveny S▇▇▇▇▇▇▇▇ Y▇▇▇▇ C▇▇▇▇▇▇ & R▇▇▇▇, P.C. (“SYCR”) and C▇▇▇▇▇ LLP (“OMMCooley”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM none of SYCR or Cooley has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller no other Party to this Agreement has the status of a client of OMM SYCR or Cooley for conflict of interest or any other purposes as a result thereof. (b) Buyer Parent hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Parent or any of its Affiliates (including, after the ClosingEffective Time, the Company and Surviving Corporation or any of its Subsidiaries) and Seller any Company Stockholder or any of Seller’s its Affiliates (including, prior to the ClosingEffective Time, the Company and or any of its Subsidiaries), OMM SYCR or Cooley may represent Seller the Company Stockholder or any of its such Affiliate in such dispute, even though the interests of Seller the Company Stockholder or its such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (including, after the Closing Effective Time, the Surviving Corporation or the Company and any of its Subsidiaries), and even though OMM SYCR or Cooley may have represented the Company or any of its Subsidiaries a Subsidiary in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or Parent, the Company Surviving Corporation or any of its Subsidiaries. (c) Buyer Parent hereby waives, on behalf of itself and each of its Affiliates (including, after the ClosingEffective Time, the Company Surviving Corporation and its Subsidiaries), ): (i) any claim that it has or may have that OMM SYCR or Cooley has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed representations; and (ii) agrees that, in paragraph the event that a dispute arises after the Effective Time between Parent or any of its Affiliates (bincluding the Surviving Corporation or any of its Subsidiaries) above. and any Company Stockholder or any of its Affiliates, SYCR or Cooley may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation or any of its Subsidiaries), and even though SYCR or Cooley may have represented the Company or a Subsidiary of the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Surviving Corporation or any of its Subsidiaries. Table of Contents (d) BuyerParent, on behalf of itself and each of its Affiliates (including, after the ClosingEffective Time, the Company Surviving Corporation and its Subsidiaries), ) further agrees that, as to all communications among OMMSYCR, any of Seller and Cooley, the Company and its Subsidiaries that relate to the extent relating in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Company and may be controlled by the applicable Seller Equityholder Representative and shall not pass to or be claimed by Buyer or Parent, the Company Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties hereto that the Company and Seller has have retained O’Melveny Debevoise & ▇▇▇▇▇▇▇▇ LLP (“OMMDebevoise”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller has Buyer does not have the status of a client of OMM Debevoise for conflict of interest or any other purposes as a result thereof. (b) . Buyer and the Company hereby agrees agree that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, including after the Closing, the Company and any of its Subsidiaries) and Seller or any of Seller’s its Affiliates (including, prior to the Closing, the Company and or any of its Subsidiaries), OMM Debevoise may represent Seller or any of its such Affiliate in such dispute, dispute even though the interests of Seller or its such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, including after the Closing or Closing, the Company and or any of its Subsidiaries), and even though OMM Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that Debevoise has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries) and Seller or its Affiliates, Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) their respective Affiliates. Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees agree that, as to all 46 communications among OMMDebevoise, any of Seller and the Company and any of its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall will not pass to or be claimed by Buyer or Buyer, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, and the Company and its Subsidiaries), on the one handagree to take, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and cause their respective Affiliates any emailto take, document and other records containing attorney-client privileged information where all steps necessary to implement the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged8.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties hereto that Seller has the Company and the Stockholders’ Representative have retained O’Melveny White & ▇▇▇▇▇ Case LLP (“OMMW&C”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM W&C has not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other party to this Agreement and that only Seller or Person has the status of a client of OMM W&C for conflict of interest or any other purposes as a result thereof. (b) Buyer . Parent hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Company and its Subsidiariesthe Company Subsidiaries and any of their Affiliates) and Seller any Equityholder or any of Seller’s their Affiliates (including, prior to the Closing, the Company and its Subsidiariesor any Company Subsidiary), OMM W&C may represent Seller such Equityholder or any of its such Affiliate (including the Stockholders’ Representative) in such dispute, dispute even though the interests of Seller such Equityholder or its such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing Closing, the Surviving Corporation or the any Company and its SubsidiariesSubsidiary), and even though OMM W&C may have represented the Company or any of its Subsidiaries a Company Subsidiary in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or Parent, the Company or any of its Subsidiaries. (c) Buyer a Company Subsidiary, and Parent and the Company hereby waiveswaive, on behalf of itself themselves and each of its Affiliates their Affiliates, (including, after the Closing, the Company and its Subsidiaries), i) any claim that it has they have or may have that OMM W&C has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed representation, (ii) agree that, in paragraph (b) above. (d) Buyer, on behalf of itself and each the event that a dispute arises after the Closing between Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Company or the Company Subsidiaries) and the Company, any Company Subsidiary, any Equityholder or the Stockholders’ Representative, W&C may represent any such party in such dispute even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Company or the Company Subsidiaries), the Company or any Company Subsidiary and even though W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Company or the Company Subsidiaries. Parent further agrees that, as to all communications among OMMW&C, the Company, the Company Subsidiaries, any of Seller Equityholder and the Company and its Subsidiaries Stockholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Equityholder and/or the applicable Seller Stockholders’ Representative and may be controlled by the applicable Seller such Equityholder and shall not pass to or be claimed by Buyer Parent, the Company or the Company or any of its Subsidiaries. Notwithstanding the foregoingParent agrees to take, in the event that a dispute arises between Buyer or any of and to cause its Affiliates (includingto take, after all steps necessary to implement the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to 5.14. The Equityholders, Parent and the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller Stockholders’ Representative further agree that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company W&C and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) partners and employees are third-party beneficiaries of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 5.14.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller has retained O’Melveny & SYCR and ▇▇▇▇▇▇ LLP (“OMMCooley”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM none of SYCR or Cooley has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller no other Party to this Agreement has the status of a client of OMM SYCR or Cooley for conflict of interest or any other purposes as a result thereof. (b) Buyer hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, the Company and or any of its Subsidiaries) and Seller or any of Seller’s its Affiliates (including, prior to the Closing, the Company and or any of its Subsidiaries), OMM SYCR or Cooley may represent Seller or any of its such Affiliate in such dispute, even though the interests of Seller or its such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or Closing, the Company and or any of its Subsidiaries), and even though OMM SYCR or Cooley may have represented the Company or any a Subsidiary of its Subsidiaries the Company in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or Buyer, the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), ): (i) any claim that it has or may have that OMM SYCR or Cooley has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed representations; and (ii) agrees that, in paragraph the event that a dispute arises after the Closing between Buyer or any of its Affiliates (bincluding the Company or any of its Subsidiaries) aboveand Seller or any Affiliate of Seller, SYCR or Cooley may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including the Company or any of its Subsidiaries), and even though SYCR or Cooley may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), ) further agrees that, as to all communications among OMMSYCR, any of Seller and Cooley, Seller, the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or Buyer, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties hereto that Seller has Seller, the Companies and certain of their Affiliates have retained O’Melveny & ▇▇▇▇▇ LLP XXX – XXXXXXX, XXXXXXXX X XXXXXX (“OMMXXX”) XXX XXXXXXXXXX XXX (“XXX”) to act as counsel to the Company and its Subsidiaries their counsels in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM has XXX XXX XXX have not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other Party to this Agreement and that only Seller or Person has the status of a client of OMM XXX XXX XXX for conflict of interest or any other purposes as a result thereof. (b) Buyer . Buyers hereby agrees agree that, in the event that a dispute arises pursuant to this Agreementbetween Buyers or any of their Affiliates (including, after the Closing, the Ancillary Agreements Companies) and Seller, or any of its Affiliates (including, prior to the transactions contemplated hereby Closing, the Companies), XXX XXX/XX XXX may represent Seller or thereby between Buyer any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyers or any of its Affiliates (including, after the Closing, the Company and its SubsidiariesCompanies) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM XXX XXX XXX may have represented the Company or any of its Subsidiaries Companies in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer Buyers or the Companies, Buyers and the Company or any of its Subsidiaries. (c) Buyer hereby waiveswaive, on behalf of itself themselves and each of its Affiliates their Affiliates, (including, after the Closing, the Company and its Subsidiaries), a) any claim that it has they have or may have that OMM has XXX XXX XXX have a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph representation, (b) above. (d) Buyeragree that, on behalf in the event that a dispute arises after the Closing between Buyers or any of itself and each of its their Affiliates (including, after the Closing, the Company Companies) and its SubsidiariesSeller, XXX XXX/XX XXX may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyers or any of their Affiliates (including after the Closing, the Companies), and even though XXX XXX XXX may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers or the Companies. Buyers further agrees that, (i) as to all communications among OMM, any of between XXX XXX XXX and Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer Buyers or the Company Companies, and (ii) as to all communications between XXX XXX XXX and the Companies, or among XXX XXX XXX, any of its Subsidiaries. Notwithstanding the foregoingCompanies and/or Seller, that relate in any way to the event that a dispute arises between Buyer or any of its Affiliates (includingtransactions contemplated by this Agreement, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to prevent disclosure of confidential communications of Seller and may be controlled by Seller and shall not pass to or be claimed by Buyers or the Companies. Buyers agree to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one handtake, and Seller or any of its to cause their Affiliates (including to take, all steps necessary to implement the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion 12.11. The Parties hereto further agree that XXX XXX XXX and their partners and Employees are third party beneficiaries of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 12.11.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller the Company has retained O’Melveny & ▇▇▇▇▇ LLP (“OMM”) Blank Rome to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM Blank Rome has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller no other Party to this Agreement has the status of a client of OMM Blank Rome for conflict of interest or any other purposes as a result thereof. (b) Buyer Holdings and Parent each hereby agrees that, in the event that a dispute arises pursuant to this Agreementafter the Effective Time between Holdings, Parent or any of their Affiliates (including, after the Effective Time, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Surviving Corporation) and any Company Equityholder or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the ClosingEffective Time, the Company and its SubsidiariesCompany), OMM Blank Rome may represent Seller the Company Equityholder or any of its such Affiliate in such dispute, even though the interests of Seller the Company Equityholder or its such Affiliate may be directly adverse to Buyer Holdings, Parent or any of its their Affiliates (including, after the Closing or Effective Time, the Company and its SubsidiariesSurviving Corporation), and even though OMM Blank Rome may have represented the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer Holdings and Parent each (i) hereby waives, on behalf of itself and each of its Affiliates (including, after the ClosingEffective Time, the Company and its Subsidiaries), Surviving Corporation) any claim that it has or may have that OMM Blank Rome has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed described in paragraph Section 12.18(b); and (bii) aboveagrees that, in the event that a dispute arises after the Effective Time between Holdings, Parent or any of their Affiliates (including the Surviving Corporation) and any Company Equityholder or any of its Affiliates, Blank Rome may represent Company Equityholder or any such Affiliate in such dispute, even though the interest of Company Equityholder or any such Affiliate may be directly adverse to Holdings, Parent or any of their Affiliates (including the Surviving Corporation), and even though Blank Rome may have represented the Company in a matter substantially related to such dispute. (d) BuyerEach of Holdings and Parent, on behalf of itself and each of its Affiliates (including, after the ClosingEffective Time, the Company and its Subsidiaries), Surviving Corporation) further agrees that, as to all privileged communications among OMM, any of Seller Blank Rome and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this AgreementAgreement arising prior to the Effective Time, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Company and may be controlled by the applicable Seller Equityholder Representative and shall not pass to or be claimed by Buyer Holdings, Parent or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMMSurviving Corporation. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party that Seller has retained O’Melveny & ▇▇▇▇▇ LLP (“OMM”) to act as counsel to Seller, the Company and its the Company’s Subsidiaries in connection with the negotiation negotiation, execution and execution consummation of this Agreement and the transactions contemplated by this Agreement and that OMM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller has Seller, the Company and the Company’s Subsidiaries have the status of a client clients of OMM for conflict of interest or any other purposes as a result thereof. (b) Buyer hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its such Affiliate in such dispute, even though the interests of Seller or its such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or Closing, the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or Buyer, the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), ): (i) any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed representations; and (ii) agrees that, in paragraph the event that a dispute arises after the Closing between Buyer or any of its Affiliates (bincluding the Company or any of its Subsidiaries) aboveand Seller or any Affiliate of Seller or OMM may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including the Company or any of its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), ) further agrees that, as to all communications among OMM, any of Seller and Seller, the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or Buyer, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing)Affiliates, on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ From and after the Closing, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. Seller agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller has and the Company have retained O’Melveny & ▇▇▇▇▇ LLP Viewpoint Law Group (“OMMViewpoint”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement Transactions and that OMM Viewpoint has not acted as counsel for any other Person in connection with the transactions contemplated by Transactions and that no other Party to this Agreement and that only Seller or Person has the status of a client of OMM Viewpoint for conflict of interest or any other purposes as a result thereof. (b) Buyer . Purchaser hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Company and its SubsidiariesCompany) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its SubsidiariesCompany), OMM Viewpoint may represent Seller and the Company (prior to Closing) and may represent Seller or any of its Affiliate thereof (after the Closing) in such dispute, dispute even though the interests of Seller or its any Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, including after the Closing or Closing, the Company and its SubsidiariesCompany), and even though OMM Viewpoint may have represented the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or Seller and Affiliates thereof and/or the Company. Purchaser and the Company or any of its Subsidiaries. hereby (ca) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries)Affiliates, any claim that it has they have or may have that OMM Viewpoint has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph representation, (b) above. (d) Buyeragrees that, on behalf of itself and each in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, including after the Closing, the Company and its SubsidiariesCompany), on the one hand, and Seller, and/or any Affiliate of Seller, on the other hand, Viewpoint may represent Seller in such dispute even though the interest of Seller may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company), and even though Viewpoint may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Seller. ▇▇▇▇▇▇▇▇▇ further agrees that, as to all communications among OMMViewpoint, any of Seller and the Company and its Subsidiaries Seller that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company or any of its SubsidiariesPurchaser. Notwithstanding the foregoing, anything set forth in the event that foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Buyer Purchaser or any of its Affiliates (including, after including the Closing, the Company and its SubsidiariesCompany), on the one hand, and any Person a third party, other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (not including the Company or its Subsidiaries prior to ClosingCompany), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that hand, any emailof Purchaser, document Merger Sub and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following may assert the completion attorney-client privilege to prevent disclosure of privileged communications to such review if it is determined by Seller that such emailthird party; provided, document or other record does not contain Jointly Privileged Information. From and after the Closinghowever, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has may not made copies waive such privilege without the written Consent of and that ▇▇▇▇▇ agrees is Jointly PrivilegedPurchaser or the Company.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller Descartes has retained O’Melveny each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“OMMPotter ▇▇▇▇▇▇▇▇”) and the firms set forth on Section 5.22(a) of the Descartes Disclosure Schedule (collectively, together with Skadden and Potter ▇▇▇▇▇▇▇▇, the “Descartes Law Firms”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM has the Descartes Law Firms have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement hereby and that only Seller no other party or Person has the status of a client of OMM the Descartes Law Firms for conflict of interest or any other purposes as a result thereof. (b) Buyer . Fermat hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Fermat or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller Descartes or any of its Affiliates, 1414958.12A-NYCSR03A - MSW each of the Descartes Law Firms may represent Descartes or any such Affiliate in such dispute, dispute even though the interests of Seller Descartes or its such Affiliate may be directly adverse to Buyer Fermat or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM the Descartes Law Firms, as applicable, may have represented the Company Ag Business or any one of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer Fermat or the Company Ag Business or any one of its Subsidiaries. (c) Buyer , and Fermat and the Ag Business and its Subsidiaries hereby waiveswaive, on behalf of itself themselves and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries)their Affiliates, any claim that it has or may have that OMM has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyerrepresentation by the Descartes Law Firms, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), as applicable. Fermat further agrees that, as to all communications communications, whether written or electronic, among OMMthe Descartes Law Firms, any of Seller and Descartes, the Company Ag Business and its Subsidiaries Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Descartes and may be controlled by the applicable Seller Descartes and shall not pass to or be claimed by Buyer Fermat or the Company Ag Business or any of its Subsidiaries. Notwithstanding Descartes and Fermat agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the foregoingintent of this Section 5.22. Descartes and Fermat further agree that the Descartes Law Firms and their respective partners and employees are third party beneficiaries of this Section 5.22. (b) It is acknowledged by each of the parties that Fermat has retained each of the firms set forth on Section 5.22(b) of the Fermat Disclosure Schedule ( the “Fermat Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that the Fermat Law Firms have 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 the Fermat Law Firms for conflict of interest or any other purposes as a result thereof. Descartes hereby agrees that, in the event that a dispute arises between Buyer Descartes or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and Fermat or any Person other than Seller or of its Affiliates, on each of the other hand, Buyer Fermat Law Firms may represent Fermat or any such Affiliate in such dispute even though the interests of Fermat or such Affiliate may assert be directly adverse to Descartes or any of its Affiliates and even though the Fermat Law Firms may have represented the H&N Business or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Descartes or the H&N Business or one of its Subsidiaries, and Descartes and the H&N Business and its Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by the Fermat Law Firms. Descartes further agrees that, as to all communications, whether written or electronic, among any of the Fermat Law Firms, the H&N Business and its Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to prevent disclosure of confidential communications of Fermat and may be controlled by Fermat and shall not pass to or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to be claimed by Descartes or the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company H&N Business or any of its Subsidiaries, on the one hand. Fermat and Descartes agree to take, and Seller or any of its to cause their respective Affiliates (including to take, all steps necessary to 1414958.12A-NYCSR03A - MSW implement the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to 5.22. Fermat and Descartes further agree that the Company or its Subsidiaries promptly following the completion Fermat Law Firms and their respective partners and employees are third party beneficiaries of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 5.22.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller has the Endo Companies have retained O’Melveny ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“OMMSkadden”) and A&L Goodbody LLP (“ALG”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby (the “Current Representation”), and that OMM has not acted as counsel for any no other Person in connection with the transactions contemplated by this Agreement and that only Seller party has the status of a client of OMM Skadden or ALG for conflict of interest or any other purposes as a result thereof. (b) Buyer . Buyers hereby agrees that, in the event agree that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, Skadden and ALG may represent the Company and its Subsidiaries) and Seller Endo Companies or any of Seller’s their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate their respective shareholders, partners, members or representatives (any such Person, a “Designated Person”) in such disputeany matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyers or any of their Affiliates, and any Designated Person, even though the interests of Seller or its Affiliate such Designated Person may be directly adverse to Buyer Buyers or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries)their Affiliates, and even though OMM Skadden and/or ALG may have represented the Company or any of its Subsidiaries Buyers in a manner substantially related to such disputematter, or may be handling representing Buyers in ongoing matters for Buyer matters. Buyers hereby waive and agree not to assert (1) any claim that Skadden and/or ALG has a conflict of interest in any representation described in this Section 9.25(a) or (2) any confidentiality obligation with respect to any communication between Skadden and/or ALG and any Designated Person occurring during the Company or any of its SubsidiariesCurrent Representation. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees that, Buyers hereby agree that as to all communications among OMM(whether before, at or after the Closing) between Skadden and/or ALG and any of Seller and the Company and its Subsidiaries Designated Person that relate in any way to the transactions contemplated by this AgreementCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to the applicable Seller Sellers and may be controlled by the applicable Seller Endo Companies and shall not pass to or be claimed by Buyer or the Company Buyers or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company their representatives and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees hereby agree that they shall not seek to compel disclosure to Buyers or any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) their Representatives of any Jointly Privileged Information identified by Seller in such written request communication that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedsubject to attorney client privilege, or any other evidentiary privilege.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller DuPont has retained O’Melveny each of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP ("Skadden"), Eversheds LLP ("Eversheds"), Potter A▇▇▇▇▇▇▇ & C▇▇▇▇▇▇ LLP (“OMM”"P▇▇▇▇▇ A▇▇▇▇▇▇▇") and C▇▇▇▇▇▇ & M▇▇▇▇▇ LLP ("C▇▇▇▇▇▇ & M▇▇▇▇▇") to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM has Skadden, Eversheds, Potter A▇▇▇▇▇▇▇ and C▇▇▇▇▇▇ & M▇▇▇▇▇ have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement hereby and that only Seller no other Party or Person has the status of a client of OMM Skadden, Eversheds, Potter A▇▇▇▇▇▇▇ or C▇▇▇▇▇▇ & M▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) in connection with such transactions. Buyer hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees that, as to all communications among OMM, any of Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company Transferred DPC Companies and their Subsidiaries) and DuPont or any of its Affiliates (including, prior to the Closing, the Transferred DPC Companies and their Subsidiaries), on each of Skadden, Eversheds, Potter A▇▇▇▇▇▇▇ and C▇▇▇▇▇▇ & M▇▇▇▇▇ may represent DuPont or any such Affiliate in such dispute even though the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer interests of DuPont or such Affiliate may assert be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred DPC Companies and their Subsidiaries) and even though Skadden, Eversheds, Potter A▇▇▇▇▇▇▇ and/or C▇▇▇▇▇▇ & M▇▇▇▇▇, as applicable, may have represented a Transferred DPC Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred DPC Company or one of its Subsidiaries, and Buyer and the Transferred DPC Companies and their Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of DuPont or its Affiliates by Skadden, Eversheds, Potter A▇▇▇▇▇▇▇ and/or C▇▇▇▇▇▇ & M▇▇▇▇▇, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Skadden, Eversheds, Potter A▇▇▇▇▇▇▇, C▇▇▇▇▇▇ & Moring, DuPont, the Transferred DPC Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Closing and that are protected by the attorney-client privilege, the expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to prevent disclosure DuPont and may be controlled by DuPont and shall not pass to or be claimed by Buyer or the Transferred DPC Companies or any of confidential communications of or their Subsidiaries. DuPont and Buyer agree to OMM. (e) Notwithstanding any other provision in this Agreement, prior take and to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and cause their respective Affiliates any emailto take, document all steps necessary to implement the intent of this Section 5.23. DuPont and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its SubsidiariesBuyer further agree that Skadden, on the one handEversheds, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). Potter A▇▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that C▇▇▇▇▇▇ agrees is Jointly Privileged& M▇▇▇▇▇ and their respective partners and employees are third party beneficiaries of this Section 5.23.

Conflicts; Privileges. (a) It is acknowledged by each Party that Seller has retained O’Melveny & ▇▇▇▇▇ LLP (“OMM”) to act as counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller has the status of a client of OMM for conflict of interest or any other purposes as a result thereof. (b) Buyer Parent hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Surviving Corporation and the Company and its Subsidiaries) and Seller the Stockholders’ Representatives, any Equityholders or any of Seller’s their Affiliates (including, prior to the Closing, the Company and its Subsidiariesor any Company Subsidiary), OMM ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) may represent Seller the Stockholders’ Representatives, such Equityholder or any of its such Affiliate in such disputedispute (each, a “Specified Matter”) even though the interests of Seller the Stockholders’ Representatives, such Equityholder or its such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing Closing, the Surviving Corporation or the Company and its Subsidiaries), and even though OMM ▇▇▇▇▇▇ may have represented the Company or any of its Subsidiaries a Company Subsidiary in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or Parent, the Company or any of its Subsidiaries. (c) Buyer a Company Subsidiary, and Parent and the Company hereby waiveswaive, on behalf of itself themselves and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries)their Affiliates, any claim that it has they have or may have that OMM ▇▇▇▇▇▇ has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph representation; provided that (bi) above. (d) Buyer, no ▇▇▇▇▇▇ attorneys who are currently working or have worked on behalf of itself and each of matters representing Parent or its Affiliates will represent either the Stockholders’ Representative or the Equityholders or their Affiliates in any Specified Matter, (ii) ▇▇▇▇▇▇ will adhere, at all times, to its ethical obligations and its obligation not to disclose confidential information of Parent or any other indemnitee (including, after following the Closing, of the Company and or any of its Subsidiaries), but excluding any confidential information of the Company or any of its Subsidiaries existing at or prior to the Closing) (“Parent Confidential Information”) to the Stockholders’ Representatives or the Equityholders or any other person or entity, and to its obligation not to use Parent Confidential Information for the benefit of the Stockholders’ Representatives or the Equityholders or any other Person or entity, (iii) in connection with the representation of the Stockholders’ Representatives, the Equityholders or their Affiliates in any Specified Matter, appropriate confidentiality walls will be implemented within ▇▇▇▇▇▇ to ensure that no Parent Confidential Information will be accessible to ▇▇▇▇▇▇ personnel representing the Stockholders’ Representatives, the Equityholders or their Affiliates, and (iv) in connection with the representation of the Stockholders’ Representatives, the Equityholders or their Affiliates in any Specified Matter, no ▇▇▇▇▇▇ attorney will take any action that could reasonably be expected to jeopardize or waive attorney-client privilege or any other privilege of Parent or any other indemnitee. Parent further agrees that, as to all communications among OMM▇▇▇▇▇▇, any of Seller and the Company, the Company Subsidiaries, the Stockholders’ Representatives and its Subsidiaries any Equityholder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Stockholders’ Representatives or such Equityholder, as applicable, and may be controlled by the applicable Seller Stockholders’ Representatives or such Equityholder, as applicable, and shall not pass to or be claimed by Buyer Parent, the Company or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one handParent agrees to take, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and cause their respective Affiliates any emailto take, document all steps necessary to implement the intent of this Section 5.15. The Equityholders, the Stockholders’ Representatives and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). Parent further agree that ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence its partners and employees are third party beneficiaries of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged5.15.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller Descartes has retained O’Melveny each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“OMMPotter ▇▇▇▇▇▇▇▇”) and the firms set forth on Section 5.22(a) of the Descartes Disclosure Schedule (collectively, together with Skadden and Potter ▇▇▇▇▇▇▇▇, the “Descartes Law Firms”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM has the Descartes Law Firms have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement hereby and that only Seller no other party or Person has the status of a client of OMM the Descartes Law Firms for conflict of interest or any other purposes as a result thereof. (b) Buyer . Fermat hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Fermat or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller Descartes or any of its Affiliates, each of the Descartes Law Firms may represent Descartes or any such Affiliate in such dispute, dispute even though the interests of Seller Descartes or its such Affiliate may be directly adverse to Buyer Fermat or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM the Descartes Law Firms, as applicable, may have represented the Company Ag Business or any one of its Subsidiaries in a manner matter (b) It is acknowledged by each of the parties that Fermat has retained each of the firms set forth on Section 5.22(b) of the Fermat Disclosure Schedule ( the “Fermat Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that the Fermat Law Firms have 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 the Fermat Law Firms for conflict of interest or any other purposes as a result thereof. Descartes hereby agrees that, in the event that a dispute arises between Descartes or any of its Affiliates and Fermat or any of its Affiliates, each of the Fermat Law Firms may represent Fermat or any such Affiliate in such dispute even though the interests of Fermat or such Affiliate may be directly adverse to Descartes or any of its Affiliates and even though the Fermat Law Firms may have represented the H&N Business or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Descartes or the Company H&N Business or any one of its Subsidiaries. (c) Buyer , and Descartes and the H&N Business and its Subsidiaries hereby waiveswaive, on behalf of itself themselves and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries)their Affiliates, any claim that it has or may have that OMM has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after representation by the Closing, the Company and its Subsidiaries), Fermat Law Firms. Descartes further agrees that, as to all communications communications, whether written or electronic, among OMM, any of Seller and the Company Fermat Law Firms, the H&N Business and its Subsidiaries Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Fermat and may be controlled by the applicable Seller Fermat and shall not pass to or be claimed by Buyer Descartes or the Company H&N Business or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company Fermat and its Subsidiaries), on the one handDescartes agree to take, and any Person other than Seller or its Affiliatesto cause their respective Affiliates to take, on all steps necessary to implement the other hand, Buyer or such Affiliate may assert intent of this Section 5.22. Fermat and Descartes further agree that the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries Fermat Law Firms and their respective Affiliates any email, document partners and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence employees are third party beneficiaries of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged5.22.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller has the Endo Companies have retained O’Melveny Skadden, Arps, Slate, Meagher & ▇▇▇▇▇ Flom LLP (“OMMSkadden”) and A&L Goodbody LLP (“ALG”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby (the “Current Representation”), and that OMM has not acted as counsel for any no other Person in connection with the transactions contemplated by this Agreement and that only Seller party has the status of a client of OMM Skadden or ALG for conflict of interest or any other purposes as a result thereof. (b) Buyer . Buyers hereby agrees that, in the event agree that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, Skadden and ALG may represent the Company and its Subsidiaries) and Seller Endo Companies or any of Seller’s their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate their respective shareholders, partners, members or representatives (any such Person, a “Designated Person”) in such disputeany matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyers or any of their Affiliates, and any Designated Person, even though the interests of Seller or its Affiliate such Designated Person may be directly adverse to Buyer Buyers or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries)their Affiliates, and even though OMM Skadden and/or ALG may have represented the Company or any of its Subsidiaries Buyers in a manner substantially related to such disputematter, or may be handling representing Buyers in ongoing matters for Buyer matters. Buyers hereby waive and agree not to assert (1) any claim that Skadden and/or ALG has a conflict of interest in any representation described in this Section 9.25(a) or (2) any confidentiality obligation with respect to any communication between Skadden and/or ALG and any Designated Person occurring during the Company or any of its SubsidiariesCurrent Representation. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees that, Buyers hereby agree that as to all communications among OMM(whether before, at or after the Closing) between Skadden and/or ALG and any of Seller and the Company and its Subsidiaries Designated Person that relate in any way to the transactions contemplated by this AgreementCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to the applicable Seller Sellers and may be controlled by the applicable Seller Endo Companies and shall not pass to or be claimed by Buyer or the Company Buyers or any of its Subsidiaries. Notwithstanding the foregoing, in the event their representatives and Buyers hereby agree that a dispute arises between Buyer they shall not seek to compel disclosure to Buyers or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and their Representatives of any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-communication that is subject to attorney client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedevidentiary privilege.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller DuPont has retained O’Melveny each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), Eversheds LLP (“Eversheds”), Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“OMMPotter ▇▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇ & ▇▇▇▇▇▇”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM has Skadden, Eversheds, Potter ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement hereby and that only Seller no other Party or Person has the status of a client of OMM Skadden, Eversheds, Potter ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) in connection with such transactions. Buyer hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees that, as to all communications among OMM, any of Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company Transferred DPC Companies and their Subsidiaries) and DuPont or any of its Affiliates (including, prior to the Closing, the Transferred DPC Companies and their Subsidiaries), on each of Skadden, Eversheds, Potter ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ may represent DuPont or any such Affiliate in such dispute even though the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer interests of DuPont or such Affiliate may assert be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred DPC Companies and their Subsidiaries) and even though Skadden, Eversheds, Potter ▇▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, as applicable, may have represented a Transferred DPC Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred DPC Company or one of its Subsidiaries, and Buyer and the Transferred DPC Companies and their Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of DuPont or its Affiliates by Skadden, Eversheds, Potter ▇▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Skadden, Eversheds, Potter ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Moring, DuPont, the Transferred DPC Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Closing and that are protected by the attorney-client privilege, the expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to prevent disclosure DuPont and may be controlled by DuPont and shall not pass to or be claimed by Buyer or the Transferred DPC Companies or any of confidential communications of or their Subsidiaries. DuPont and Buyer agree to OMM. (e) Notwithstanding any other provision in this Agreement, prior take and to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and cause their respective Affiliates any emailto take, document all steps necessary to implement the intent of this Section 5.23. DuPont and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its SubsidiariesBuyer further agree that Skadden, on the one handEversheds, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). Potter ▇▇▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇▇▇ agrees is Jointly Privileged& ▇▇▇▇▇▇ and their respective partners and employees are third party beneficiaries of this Section 5.23.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties hereto that the Company and Seller has have retained O’Melveny White & ▇▇▇▇▇ Case LLP (“OMMW&C”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM W&C has not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other party to this Agreement and that only Seller or Person has the status of a client of OMM W&C for conflict of interest or any other purposes as a result thereof. (b) Buyer . Purchaser hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Company and its SubsidiariesSubsidiary) and Seller or any of Seller’s its Affiliates (including, prior to the Closing, the Company and or its SubsidiariesSubsidiary), OMM W&C may represent such Seller or any of its such Affiliate in such dispute, dispute even though the interests of such Seller or its such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, including after the Closing or Closing, the Company and or its SubsidiariesSubsidiary), and even though OMM W&C may have represented the Company or any of its Subsidiaries Subsidiary in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or Purchaser, the Company or any of its Subsidiaries. (c) Buyer Subsidiary, Purchaser and the Company hereby waiveswaive, on behalf of itself themselves and each of its Affiliates their Affiliates, (including, after the Closing, the Company and its Subsidiaries), a) any claim that it has they have or may have that OMM W&C has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph representation, (b) above. (d) Buyeragree that, on behalf of itself and each in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, including after the Closing, the Company or its Subsidiary) and the Company, its SubsidiariesSubsidiary, or Seller, W&C may represent any such party in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company or its Subsidiary), the Company or its Subsidiary and even though W&C may have represented the Company or its Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the Company or its Subsidiary. Purchaser further agrees that, as to all communications among OMMW&C, any of the Company, its Subsidiary and Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable such Seller and may be controlled by the applicable such Seller and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoingPurchaser, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior Subsidiary. Purchaser agrees to Closing)take, on and to cause their respective Affiliates to take, all steps necessary to implement the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by 5.13. Seller and Purchaser further agree that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company W&C and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) partners and employees are third party beneficiaries of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 5.13.

Conflicts; Privileges. (a) It is acknowledged by each Party that Seller has retained O’Melveny & ▇▇▇▇▇ LLP (“OMM”) to act as counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller has the status of a client of OMM for conflict of interest or any other purposes as a result thereof. (b) Buyer hereby agrees that, in the event that a dispute arises pursuant arising out of or relating to this Agreement or any Ancillary Agreement, the any agreements contemplated by this Agreement or any Ancillary Agreements Agreement or the transactions contemplated hereby or thereby arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), ): (i) any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed representations; and (ii) agrees that, in paragraph the event that a dispute arising out of or relating to this Agreement or any Ancillary Agreement, any agreements contemplated by this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby arises after the Closing between Buyer or any of its Affiliates (bincluding the Company or any of its Subsidiaries) aboveand Seller or any Affiliate of Seller, OMM may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including the Company or any of its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), ) further agrees that, as to all privileged communications among OMM, any of Seller and the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). From and after the Closing, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and . (f) Notwithstanding anything to the contrary in this Section 11.17, in the event that a dispute arises after the ClosingClosing between Buyer or the Company, at on the one hand, and a third party Person (other than Seller or any Affiliate of Seller’s written request and at its sole cost and expense), Buyer shall cause on the other hand, the Company may assert the attorney-client privilege against such third party Person to prevent disclosure of confidential communications by or with OMM. (g) This Section 11.17 is for the benefit of Seller and its Affiliates and OMM, and Seller and its Affiliates and OMM are express third-party beneficiaries of this Section 11.17. This Section 11.17 shall be irrevocable, and no term of this Section 11.17 may be amended, waived or modified, except in accordance with Section 11.9 or Section 11.10, as the case may be, and with the prior written consent of Seller and its Affiliates or OMM, to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller the extent they are affected thereby. This Section 11.17 shall survive the Closing and shall remain in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedeffect indefinitely.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller has the Companies and the Sellers have retained O’Melveny & ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“OMMDM”) to act as their United States counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM DM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement hereby and that only Seller no other party or Person has the status of a client of OMM DM for conflict of interest or any other purposes as a result thereof. (b) Buyer . Each Purchaser hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer such Purchaser or any of its Affiliates (including, after the Closing, the any Company and its Subsidiariesor Company Subsidiary) and any Seller or any of Seller’s their respective Affiliates (including, prior to the Closing, the any Company and its Subsidiariesor Company Subsidiary), OMM DM may represent such Seller or any of its such Affiliate in such dispute, dispute even though the interests of such Seller or its such Affiliate may be directly adverse to Buyer such Purchaser or any of its Affiliates (including, after the Closing Closing, any Company or the Company and its SubsidiariesSubsidiary), and even though OMM DM may have represented the any Company or any of its Subsidiaries Company Subsidiary in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the and such Purchaser and each Company or any of its Subsidiaries. (c) Buyer hereby waiveswaive, on behalf of itself themselves and each of its Affiliates their Affiliates, (including, after the Closing, the Company and its Subsidiaries), i) any claim that it has they have or may have that OMM DM has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed representation, (ii) agree that, in paragraph (b) above. (d) Buyer, on behalf of itself and each the event that a dispute arises after the Closing between such Purchaser or any of its Affiliates (including, after the Closing, any Company or Company Subsidiary) and any Seller or any of their respective Affiliates, DM may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to such Purchaser or any of its Affiliates (including, after the Closing, any Company and its Subsidiariesor Company Subsidiary); provided, that DM shall not represent such party without the prior written consent of such Purchaser (such consent not to be unreasonably withheld, delayed, or conditioned) if DM has represented any Company or Company Subsidiary in a matter substantially related to such dispute. Each Purchaser further agrees that, as to all communications among OMMDM, any Company or Company Subsidiary and any Seller or any of Seller and the Company and its Subsidiaries their Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Sellers and may be controlled by the applicable Seller Sellers and shall not pass to or be claimed by Buyer such Purchaser or the any Company or any of its SubsidiariesCompany Subsidiary. Notwithstanding the foregoingEach Purchaser agrees to take, in the event that a dispute arises between Buyer or any of and to cause its Affiliates (includingto take, after all steps reasonably necessary to implement the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email7.13. The Sellers, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the each Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) the Purchasers further agree that DM is a third-party beneficiary of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 7.13.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Contracting Parties that Seller has the Company and its Affiliates have retained O’Melveny White & ▇▇▇▇▇ Case LLP (“OMMW&C”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM W&C has not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other Contracting Party to this Agreement and that only Seller or Person has the status of a client of OMM W&C hereunder for conflict of interest or any other purposes as a result thereof. (b) Buyer . Parent hereby agrees that, in the event that a dispute arises pursuant between Parent or any of its Affiliates (including, after the Closing, the Surviving Corporation and the Company Subsidiaries and any of their Affiliates) and any member of the Pre-Closing Shareholder Group arising out of or relating to this Agreement, W&C may represent such member of the Ancillary Agreements Pre-Closing Shareholder Group in such dispute even though the interests of such member of the Pre-Closing Shareholder Group may be directly adverse to Parent or any of its Affiliates (including, after the transactions contemplated Closing, the Surviving Corporation or any Company Subsidiary), and even though W&C may have, prior to the Closing, represented the Company, a Company Subsidiary or their Affiliates in a matter substantially related to such dispute, or may be, following the Closing, handling unrelated ongoing matters for the Shareholders, Parent, the Company, a Company Subsidiary or their respective Affiliates. Additionally, Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or thereby may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer Parent or any of its Affiliates (including, after the Closing, the Company and its Subsidiariesor any Company Subsidiary) and Seller or any of Seller’s Affiliates (including, prior to the ClosingCompany, the Company and its Subsidiaries)Subsidiaries or any member of the Pre-Closing Shareholder Group arising out of or relating to this Agreement, OMM then W&C may represent Seller or any member of its Affiliate the Pre-Closing Shareholder Group in such dispute, dispute even though the interests interest of Seller or its Affiliate any such party may be directly adverse to Buyer Parent or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiariesor any Company Subsidiary), the Company or any claim that it has or Company Subsidiary and even though W&C may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyerhave, on behalf of itself and each of its Affiliates (including, after prior to the Closing, represented the Company and its Subsidiaries)or any Company Subsidiary in a matter substantially related to such dispute, or may be handling unrelated ongoing matters for Parent, the Company, a Company Subsidiary or their respective Affiliates. Parent further agrees that, as to all communications among OMMW&C, on the one hand, and any of Seller and the Company, the Company and its Subsidiaries Subsidiaries, the Shareholders’ Representative or any member of the Pre-Closing Shareholder Group, on the other hand, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such member of the applicable Seller Pre-Closing Shareholder Group and may be controlled by such member of the applicable Seller Pre-Closing Shareholder Group and shall not pass to or be claimed by Buyer or Parent, or, following the Company Closing, the Surviving Corporation or any of its SubsidiariesCompany Subsidiary. Notwithstanding the foregoingParent agrees to take, in the event that a dispute arises between Buyer or any of and to cause its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company Surviving Corporation or any of its SubsidiariesCompany Subsidiary) to take, on all steps necessary to implement the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller 5.11. The Contracting Parties further agree that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company W&C and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) partners and employees are third party beneficiaries of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 5.11.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties hereto that the Company and Seller has have retained O’Melveny Debevoise & ▇▇▇▇▇▇▇▇ LLP (“OMMDebevoise”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller has Buyer does not have the status of a client of OMM Debevoise for conflict of interest or any other purposes as a result thereof. (b) . Buyer and the Company hereby agrees agree that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, including after the Closing, the Company and any of its Subsidiaries) and Seller or any of Seller’s its Affiliates (including, prior to the Closing, the Company and or any of its Subsidiaries), OMM Debevoise may represent Seller or any of its such Affiliate in such dispute, dispute even though the interests of Seller or its such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, including after the Closing or Closing, the Company and or any of its Subsidiaries), and even though OMM Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that Debevoise has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries) and Seller or its Affiliates, Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of its Subsidiaries. (c) their respective Affiliates. Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees agree that, as to all communications among OMMDebevoise, any of Seller and the Company and any of its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and may be controlled by the applicable Seller and shall will not pass to or be claimed by Buyer or Buyer, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, and the Company and its Subsidiaries), on the one handagree to take, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and cause their respective Affiliates any emailto take, document and other records containing attorney-client privileged information where all steps necessary to implement the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to 8.11. Buyer and the Company or further agree that Debevoise and each of its Subsidiaries promptly following the completion partners and employees are third-party beneficiaries of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privilegedthis Section 8.11.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller Cannavative has retained O’Melveny & ▇▇▇▇▇ LLP (“OMM”) the Cannavative Counsel to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM Cannavative Counsel has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller no other Party to this Agreement has the status of a client of OMM Cannavative Counsel for conflict of interest or any other purposes as a result thereof. (b) Buyer Vencanna hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer Vencanna or any of its Affiliates (including, after the Closing Time, Cannavative) and any Seller or any of its Affiliates (including, prior to the Company and Closing Time, Cannavative), the Cannavative Counsel may represent the Seller or any such Affiliate in such dispute, even though the interests of the Seller or such Affiliate may be directly adverse to Vencanna or any of its SubsidiariesAffiliates (including, after the Closing Time, Cannavative), and even though OMM the Cannavative Counsel may have represented the Company or any of its Subsidiaries Cannavative in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer Vencanna or the Company or any of its SubsidiariesCannavative. (c) Buyer Vencanna hereby waives, on behalf of itself and each of its Affiliates (including, after the ClosingClosing Time, the Company and its Subsidiaries), Cannavative): (i) any claim that it has or may have that OMM Cannavative Counsel has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed representations; and (ii) agrees that, in paragraph the event that a dispute arises after the Closing Time between Vencanna or any of its Affiliates (bincluding Cannavative) aboveand any Seller or any of its Affiliates, Cannavative Counsel may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Vencanna or any of its Affiliates (including Cannavative), and even though Cannavative Counsel may have represented Cannavative in a matter substantially related to such dispute, or may be handling ongoing matters for Vencanna or Cannavative. (d) Buyer▇▇▇▇▇▇▇▇, on behalf of itself and each of its Affiliates (including, after the ClosingClosing Time, the Company and its Subsidiaries), Cannavative) further agrees that, as to all communications among OMMbetween Cannavative Counsel and Cannavative made in connection with the negotiation, preparation, execution, delivery and closing under, or any of Seller and the Company and its Subsidiaries that relate dispute arising in any way to connection with, this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Cannavative and may be controlled by the applicable Seller Sellers' Representative and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly PrivilegedCannavative.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller the Company has retained O’Melveny ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“OMMBakerHostetler”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that OMM BakerHostetler has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that only Seller no other Party to this Agreement has the status of a client of OMM BakerHostetler for conflict of interest or any other purposes as a result thereof. (b) Buyer Parent hereby agrees that, in the event that a dispute arises pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Parent or any of its Affiliates (including, after the ClosingEffective Time, the Company and Surviving Entity or any of its Subsidiaries) and Seller any Company Member or any of Seller’s its Affiliates (including, prior to the ClosingEffective Time, the Company and or any of its Subsidiaries), OMM BakerHostetler may represent Seller the Company Member or any of its such Affiliate in such dispute, even though the interests of Seller the Company Member or its such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (including, after the Closing Effective Time, the Surviving Entity or the Company and any of its Subsidiaries), and even though OMM BakerHostetler may have represented the Company or any of its Subsidiaries a Subsidiary in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or Parent, the Company Surviving Entity or any of its Subsidiaries. (c) Buyer Parent hereby waives, on behalf of itself and each of its Affiliates (including, after the ClosingEffective Time, the Company Surviving Entity and its Subsidiaries), ): (i) any claim that it has or may have that OMM BakerHostetler has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed representations; and (ii) agrees that, in paragraph the event that a dispute arises after the Effective Time between Parent or any of its Affiliates (bincluding the Surviving Entity or any of its Subsidiaries) aboveand any Company Member or any of its Affiliates, BakerHostetler may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including the Surviving Entity or any of its Subsidiaries), and even though BakerHostetler may have represented the Company or a Subsidiary of the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Surviving Entity or any of its Subsidiaries. (d) BuyerParent, on behalf of itself and each of its Affiliates (including, after the ClosingEffective Time, the Company Surviving Entity and its Subsidiaries), ) further agrees that, as to all communications among OMMBakerHostetler, any of Seller and the Company and its Subsidiaries that relate made in connection with the negotiation, preparation, execution, delivery and closing under, or any way to dispute arising in connection with, this Agreement or the transactions contemplated by this AgreementAgreement (“Privileged Information”), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Company and may be controlled by the applicable Seller Member Representative and shall not pass to or be claimed by Buyer or Parent, the Company Surviving Entity or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision anything to the contrary in this Agreement, prior to the ClosingEffective Time, Seller the Member Representative shall be permitted to remove or redact from the Company, its Subsidiaries and their respective Affiliates any portion (and only such portion) of any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ The Member Representative agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e12.18(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller the Member Representative that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties hereto that the Seller has and the Company have retained O’Melveny ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“OMMK&E”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM K&E has not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other party to this Agreement and that only Seller has the status of a client of OMM K&E for conflict of interest or any other purposes as a result thereof. (b) Buyer . The Purchaser hereby agrees that, in the event that a dispute arises pursuant to this Agreement, between the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Company and any of its Subsidiaries) and the Seller or any of the Seller’s Affiliates direct or indirect equityholders (includingthe “Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, K&E may represent the Company (prior to the Closing), the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate and/or such Seller’s Equityholder in such dispute, dispute even though the interests of Seller or its Affiliate such Seller’s Equityholder may be directly adverse to Buyer the Purchaser, the Company or any of its Affiliates (including, after the Closing or the Company and its SubsidiariesClosing), and even though OMM K&E may have represented the Seller or the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling ongoing matters for Buyer or and the Purchaser and the Company or any of its Subsidiaries. (c) Buyer hereby waiveswaive, on behalf of itself themselves and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries)their Affiliates, any claim that it has or may have that OMM has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), representation by K&E. The Purchaser further agrees that, as to all communications among OMMK&E, the Company, any of Seller the Company’s Subsidiaries and any of the Company and its Subsidiaries Seller’s Equityholders that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller and such Seller’s Equityholder and may be controlled by the applicable Seller such Seller’s Equityholder and shall not pass to or be claimed by Buyer or the Purchaser, the Company or any of its the Company’s Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one handThe Purchaser agrees to take, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, cause its Subsidiaries to take, all steps reasonably necessary and their respective Affiliates any email, document and other records containing attorney-client privileged information where within its control to implement the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence intent of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged10.17.

Conflicts; Privileges. (a) It is acknowledged by each Party of the parties that Seller has the Sellers have retained O’Melveny White & ▇▇▇▇▇ Case LLP (“OMMW&C”) to act as their counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM W&C has not acted as counsel for any other Person in connection with the transactions contemplated by hereby and that no other party to this Agreement and that only Seller or Person has the status of a client of OMM W&C for conflict of interest or any other purposes as a result thereof. (b) Buyer . Purchaser hereby agrees that, following the Closing, if a dispute arises between Purchaser or any of its Affiliates (including after the Closing, the Company) and any Seller arising out of or relating to this Agreement, W&C may represent such Seller in such dispute even though the interests of such Seller may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company), and even though W&C may have, prior to the Closing, represented the Company in a matter substantially related to such dispute, or may be, following the Closing, handling unrelated ongoing matters for the Sellers, Purchaser, the Company or a Related Subsidiary or their respective Affiliates. Additionally, Purchaser and the Company hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that, as a result of such representation of the Sellers and their Affiliates, W&C has a conflict of interest in connection with, or is otherwise prohibited from engaging in such representation, and (ii) agree that, in the event that a dispute arises pursuant to this Agreement, after the Ancillary Agreements or the transactions contemplated hereby or thereby Closing between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Company and its SubsidiariesCompany) and the Company, any Related Subsidiary, or any Seller arising out of or relating to this Agreement, then W&C may represent any Seller in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of Seller’s its Affiliates (includingincluding after the Closing, the Company), the Company and even though W&C may have, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner matter substantially related to such dispute, or may be handling unrelated ongoing matters for Buyer Purchaser or the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), their respective Affiliates. Parent further agrees that, as to all communications among OMMbetween W&C, on the one hand, and any of Seller and the Company or any Seller, on the other hand, to the extent related to the negotiation, documentation and its Subsidiaries that relate in any way to consummation of the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller (other than, following the applicable Seller Closing, the Company) and may be controlled by such Seller (other than, following the applicable Seller Closing, the Company) and shall not pass to or be claimed by Buyer or the Company or any of its Subsidiaries. Notwithstanding the foregoingPurchaser or, in the event that a dispute arises between Buyer or any of its Affiliates (including, after following the Closing, the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMMCompany. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller Dublin has retained O’Melveny each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“OMMSkadden”) and the firms set forth on Section 11.2 of the Dublin Disclosure Schedule (collectively, together with ▇▇▇▇▇▇▇, the “Dublin Law Firms”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement hereby and that OMM has the Dublin Law Firms have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement hereby and that only Seller no other party or Person has the status of a client of OMM the Dublin Law Firms for conflict of interest or any other purposes as a result thereof. (b) . Each of Holdings and Buyer hereby agrees that, in the event that a dispute arises pursuant to this Agreementbetween Holdings, the Ancillary Agreements or the transactions contemplated hereby or thereby between Buyer or any of its their respective Affiliates (including, after the Closing, the Company Transferred Subsidiaries and its Subsidiariesthe Transferred Joint Ventures) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller Dublin or any of its Affiliates, each of the Dublin Law Firms may represent Dublin or any such Affiliate in such dispute, dispute even though the interests of Seller Dublin or its such Affiliate may be directly adverse to Holdings, Buyer or any of its their respective Affiliates (including, after the Closing or the Company and its Subsidiaries), and even though OMM the Dublin Law Firms, as applicable, may have represented the Company Business or any one of its the Transferred Subsidiaries or Transferred Joint Ventures in a manner matter substantially related to such dispute, or may be handling ongoing matters for Holdings, Buyer or the Company Business or any one of its Subsidiaries. (c) the Transferred Subsidiaries or Transferred Joint Ventures, and each of Holdings and Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company Transferred Subsidiaries and its Subsidiariesthe Transferred Joint Ventures), any claim that it has or may have that OMM has a conflict in of interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (b) above. (d) Buyerrepresentation by the Dublin Law Firms, on behalf as applicable. Each of itself Holdings and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), Buyer further agrees that, as to all communications communications, whether written or electronic, among OMMthe Dublin Law Firms, any of Seller Dublin, the Business, the Transferred Subsidiaries and the Company Transferred Joint Ventures, and its Subsidiaries all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that pre-date the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Dublin and may be controlled by the applicable Seller Dublin and shall not pass to or be claimed by Holdings, Buyer or the Company Business or any of its Subsidiariesthe Transferred Subsidiaries or Transferred Joint Ventures. Notwithstanding the foregoingDublin, in the event that a dispute arises between Holdings and Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), on the one handagree to take, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure of confidential communications of or to OMM. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and cause their respective Affiliates any emailto take, document all steps necessary to implement the intent of this Section 11.2. Dublin, Holdings and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (including the Company or its Subsidiaries prior to Closing), on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ agrees further agree that any email, document the Dublin Law Firms and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence their respective partners and employees are third-party beneficiaries of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged11.2.

Conflicts; Privileges. (a) It is acknowledged by each Party of the Parties that Seller the Company has retained O’Melveny & ▇▇▇▇ ▇▇▇▇▇ LLP (“OMMRS”) to act as its counsel to the Company and its Subsidiaries in connection with the negotiation and execution of this Agreement and the transactions contemplated by Transactions. RS may have represented and may currently represent certain of the other Parties (including the Participating Holders) in matters other than the negotiation and execution of this Agreement and the Transactions. In the course of such representation, RS may have come into possession of confidential information relating to one or more of such Parties. Each of the Parties acknowledges that OMM RS is representing only the Company in the negotiation and execution of this Agreement and the Transactions. Pursuant to the Rules of Professional Conduct of the State Bar of California, an attorney must avoid representations in which the attorney has not acted or had a relationship with another party interested in the representation without the informed consent of all parties affected. Each of the Parties hereby waives any actual or potential conflict of interest which may arise as counsel for a result of RS’s representation of such Parties in other matters, RS’s possession of such confidential information and the engagement of RS by the Company (to the exclusion of any and all other Person Parties) in connection with the transactions contemplated by negotiation and execution of this Agreement and the Transactions. Each of the Parties represents that only Seller such Party has had the status opportunity to consult with independent counsel concerning the giving of a client of OMM for conflict of interest or any other purposes as a result thereofthis waiver. (b) Buyer Purchaser hereby agrees that, in the event that a dispute arises pursuant to this Agreementafter the Closing between Purchaser or any of its Affiliates (including after the Closing, the Ancillary Agreements Surviving Corporation) and any Participating Holder or any of its Affiliates (including, prior to the transactions contemplated hereby Effective Time, the Company), that relates directly to the Transactions, RS may represent the Participating Holder or thereby between Buyer any such Affiliate in such dispute, even though the interests of the Participating Holder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) and Seller or any of Seller’s Affiliates (including, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any of its Affiliate in such dispute, even though the interests of Seller or its Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing or the Company and its SubsidiariesSurviving Corporation), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or RS may be handling ongoing matters for Buyer or the Company Purchaser or any of its Subsidiaries.Affiliates; provided, however that, in connection with such representation, RS does not use confidential information regarding Purchaser or its Affiliates, breach any attorney-client privilege owed to Purchaser or its Affiliates or use any information of Purchaser or its Affiliates that is otherwise protected by the attorney-client privilege between Purchaser or (c) Buyer hereby waivesPurchaser, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations addressed in paragraph (bSurviving Corporation) above. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries), further agrees that, as to all communications among OMM, any of Seller RS and the Company and its Subsidiaries that relate in any way directly to the transactions contemplated by negotiation and execution of this AgreementAgreement and the Transactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the applicable Seller Company and may be controlled by the applicable Seller Stockholders’ Representative and shall not pass to or be claimed by Buyer Purchaser or the Company or Surviving Corporation to the extent of any of its Subsidiariesclaims among them after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, including the Surviving Corporation) and any Person who is not a Party or an Affiliate thereof after the Closing, then the Company and its Subsidiaries), on the one hand, and any Person other than Seller or its Affiliates, on the other hand, Buyer or such Affiliate Surviving Corporation may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications between RS and the Company prior to the Closing; provided, however, that the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholders’ Representative. With respect to all communications that relate to matters other than the negotiation and execution of this Agreement and the Transactions, the attorney-client privilege, the expectation of client confidence confidence, and all other rights to any evidentiary privilege shall pass to prevent disclosure of confidential communications of or to OMMthe Surviving Corporation. (ed) Notwithstanding any other provision anything to the contrary in this Agreement, prior to the Closing, Seller the Stockholders’ Representative shall be permitted to remove from the Company, Company and its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information relating to the negotiation and execution of this Agreement and the Transactions where the attorney-client privilege privileged information relating to the Transactions is held jointly between one (1) or more of the Company or any of its SubsidiariesCompany, on the one hand, and Seller any Participating Holder or any of its Affiliates (including the Company or its Subsidiaries prior to Closing)Affiliates, on the other hand (“Jointly Privileged Information”). ▇▇▇▇▇▇ From and after the Closing, Purchaser shall cause the Surviving Corporation and its Affiliates to provide the Stockholders’ Representative copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. The Stockholders’ Representative agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(eclause (d) shall be returned to the Company or its Subsidiaries Surviving Corporation promptly following the completion of such review if it is determined by Seller the Stockholders’ Representative that such email, document or other record does not contain Jointly Privileged Information. From and after the Closing, at Seller’s written request and at its sole cost and expense, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information identified by Seller in such written request that Seller has not made copies of and that ▇▇▇▇▇ agrees is Jointly Privileged.