Common use of Legal Representation Clause in Contracts

Legal Representation. (a) Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP (“Cooley”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the Mergers.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Parent Waiving Parties”), that Xxxxxx Xxxxxxx Procter LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Stockholder Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Parent Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxx Procter LLP provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupStockholder Group and its counsel, on the one hand, and Cooley, on the other handincluding Xxxxxxx Procter LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Stockholder Group (the “Cooley Stockholder Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Stockholder Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Stockholder Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror SPAC, PubCo and the Company hereby agrees agree on behalf of its their respective directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) Company), and each of their respective, Affiliates, successors and assigns (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP that, in the event a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“Cooley”a) may represent the stockholders or holders of other equity interests of the Company SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror PubCo or any of its Subsidiaries) (collectively, the “Xxxxxx XX SPAC Group”), in each caseon the one hand, solely in connection with and (b) PubCo and/or any Action of its Subsidiaries, on the other hand, that White & Case, LLP (or obligation arising out of or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebySPAC Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries SPAC or other Cooley Waiving Parties, and each of Acquiror SPAC, PubCo and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the CompanySPAC, its Subsidiaries or of Cooley Waiving Parties. Acquiror PubCo and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and White & Case, LLP (or any matter relating to any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX SPAC Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company agree not to assert that any privilege has been waived as prior to the Cooley Privileged Communications, by virtue Closing with SPAC or another member of the MergersSPAC Group under a common interest agreement shall remain the privileged communications or information of the Surviving Company following the Closing.

Legal Representation. (a) Acquiror Each of HCM and the Murano Parties hereby agrees on behalf of its their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley K&S Waiving Parties”), that Xxxxxx King & Spalding LLP (“CooleyK&S”) or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror HCM or its Subsidiaries) (collectively, the “Xxxxxx XX K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley K&S Waiving Parties, and each of Acquiror HCM and the Company Murano Parties on behalf of itself and the Cooley K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of Cooley K&S Waiving Parties. Acquiror HCM and the Companyeach of the Murano Parties, for itself and the Cooley K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX K&S WP Group, on the one hand, and CooleyK&S or L&L, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX K&S WP Group (the “Cooley K&S Privileged Communications”), without any waiver thereof. Acquiror HCM and the Companyeach of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley K&S Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror HCM and each of the Company Murano Parties agree not to assert that any privilege has been waived as to the Cooley K&S Privileged Communications, by virtue of the Mergers.Merger. 100

Legal Representation. Each of the parties hereto acknowledges that Dechert currently serves as counsel to both (a) Acquiror hereby agrees the Purchased Companies on behalf of the one hand and (b) Griffon and its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP (“Cooley”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (but not including the Purchased Companies) on the other than Acquiror or its Subsidiaries) hand (collectively, the “Xxxxxx XX Griffon Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made prior to the Closing, including in connection with the negotiation, preparation, executionexecution and delivery of this Agreement, delivery the Ancillary Agreements and performance underthe consummation of the transactions contemplated by this Agreement. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of Griffon Group and Purchased Companies may no longer be aligned or when, for any reason, Griffon Group, Dechert or the Purchased Companies believes that Dechert cannot or should no longer represent both Griffon Group and the Purchased Companies. The parties understand and specifically agree that Dechert may withdraw from representing the Purchased Companies and continue to represent Griffon Group, even if the interests of Griffon Group and the interests of the Purchased Companies are or may be adverse, including in connection with any dispute or Action arising out of or relating to, to this Agreement, Agreement or any Ancillary Agreements Agreement or the transactions contemplated hereby hereunder or therebythereunder, and even though Dechert may have represented the Purchased Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Purchased Companies or any matter of their Affiliates, and Buyer, the Purchased Companies hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications among Dechert the Purchased Companies and Griffon Group relating to any the negotiation, preparation, execution and delivery of this Agreement and the foregoing, are privileged communications that do not pass to Ancillary Agreements and the Initial Surviving Corporation notwithstanding the Merger, transactions contemplated hereby and instead survive, remain with and are controlled by the Xxxxxx XX Group thereby (the “Cooley Privileged Communications”), without the attorney-client privilege, the expectation of client confidence and all other rights to any waiver thereofevidentiary privilege that attach as a result of Dechert representing the Purchased Companies shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to Griffon Group and shall not pass to or be claimed by the Purchased Companies or any of their respective Affiliates. Acquiror In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching to the Privileged Communications remain in effect and be controlled by Griffon Group. Buyer and each of the CompanyPurchased Companies, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no such Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto after the Closing; provided, however, in the event that a dispute arises after the Closing between Buyer, the Purchased Companies or any of their Affiliates on the one hand and Acquiror a third Person (other than a party to this agreement) on the other hand, the Purchased Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Dechert to such third party; provided further, however, that none of the Purchased Companies may waive such privilege without the prior written consent of Griffon Group which consent shall not be unreasonably withheld, conditioned or delayed. In addition, if the transactions contemplated by this Agreement are consummated, Buyer, the Purchased Companies and the Company agree not their respective Affiliates and Representatives shall have no right of access to assert that or control over any privilege has been waived as of Dechert’s records related to the Cooley Privileged Communications, by virtue which shall become the property of (and be controlled by) Griffon Group. Furthermore, in the event of a dispute between Griffon Group, on the one hand, and the Purchased Companies, on the other hand, arising out of or relating to any matter in which Dechert acted for them both, none of the Mergersattorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to Griffon Group any information or documents developed or shared during the course of Dechert’s joint representation of Griffon Group and the Purchased Companies.

Legal Representation. (a) Acquiror Each of the parties to this Agreement hereby agrees agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”)Affiliates, that Xxxxxx Xxxxxxxx & Xxxxx LLP (“Cooley”) may represent serve as counsel to the stockholders or holders of other equity interests of the Company or any of Sellers and their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in each caseconnection with the negotiation, solely preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to either Seller, the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group in connection with any Action litigation, claim or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby by this Agreement or thereby, any other matter notwithstanding its prior such representation (or any continued representation) of the Company and and/or any of its Subsidiaries or other Cooley Waiving PartiesSubsidiaries, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties parties hereto hereby consents thereto and irrevocably waives (and will not assert) any conflict of interestinterest arising therefrom, breach and each of duty such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties to this Agreement further agrees to take the steps necessary to ensure any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP’s service as counsel to the Company or any other objection arising from or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby by this Agreement will survive the Closing and will remain in effect. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or thereby, or any matter relating to Xxxxxxxx & Xxxxx LLP and any of the foregoing, are privileged communications that do not pass Company’s Affiliates prior to the Initial Surviving Corporation notwithstanding the MergerClosing Date (collectively, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and Buyer the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, Communications in any Action action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the Mergers.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Gxxxxx, Dxxx & Cxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Seller or any of their respective its directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthan, after the Closing, the Company) (collectively, the “Xxxxxx XX Seller Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx, Dxxx & Cxxxxxxx LLP provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupSeller Group and its counsel, on the one handincluding Gxxxxx, and Cooley, on the other handDxxx & Cxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Seller Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX ATS Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxx & Xxxxxxxx LLP provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupATS Group and its counsel, on the one handincluding Xxxxxx, and Cooley, on the other handXxxx & Xxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX ATS Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxxx Procter LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxx Procter LLP provides legal services to Xxxxxx’x prior representation the Company after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX GroupWaiving Party Group and its counsel, on the one hand, and Cooley, on the other handincluding Xxxxxxx Procter LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Waiving Party Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror STPK hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Gxxxxx, Dxxx & Cxxxxxxx LLP (or any successor) (“CooleyGxxxxx Dxxx”) and Wilson, Sonsini, Gxxxxxxx & Rxxxxx, LLP (or any successor) (“WSGR”) may represent the stockholders or holders of other equity interests of the Company Pre-Closing Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Stem Group”), in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Document or any of the transactions contemplated hereby or thereby, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror STPK and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. STPK and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx Dxxx or WSGR provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror STPK and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupStem Group and its counsel, on the one hand, and Cooley, on the other handincluding Gxxxxx Dxxx or WSGR, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Stem Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror STPK and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Proceeding against or involving any of the parties Parties after the Closing, and Acquiror STPK and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Each of HCM and the Murano Parties hereby agrees on behalf of its their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving CorporationCompany) (all such parties, the “Cooley K&S Waiving Parties”), that Xxxxxx King & Spalding LLP (“CooleyK&S”), Galicia Abogados, S.C or Ogier (Jersey) LLP may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror HCM or its Subsidiaries) (collectively, the “Xxxxxx XX K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley K&S Waiving Parties, and each of Acquiror HCM and the Company Murano Parties on behalf of itself and the Cooley K&S Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x K&S’s, Galicia Abogados, S.C’s and Ogier (Jersey) LLP’s prior representation of the Company, its Subsidiaries or of Cooley K&S Waiving Parties. Acquiror HCM and the Companyeach of the Murano Parties, for itself and the Cooley K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX K&S WP Group, on the one hand, and CooleyK&S, Galicia Abogados, S.C or Ogier (Jersey) LLP, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX K&S WP Group (the “Cooley K&S Privileged Communications”), without any waiver thereof. Acquiror HCM and the Companyeach of the Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley K&S Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror HCM and each of the Company Murano Parties agree not to assert that any privilege has been waived as to the Cooley K&S Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including, after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Ropes & Xxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”Company), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Ropes & Xxxx LLP provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company, any Company Stockholder and its Subsidiaries or any member of the Xxxxxx XX Grouptheir respective counsel, on the one hand, and Cooley, on the other handincluding Ropes & Xxxx LLP, made prior to the Closing, in material connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoingTransactions, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group CCMP Parties (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the Knowledge or the officers and its Subsidiariesemployees of the Company), in any Action against adverse Legal Proceeding between Parent or involving any of the parties after Company, on the Closingone hand, and Acquiror any Company Stockholder, on the other hand, and Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the Knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Gxxxxxx Waiving Parties”), that Xxxxxx Gxxxxxx Procter LLP (“CooleyGxxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Surviving Corporation) (collectively, the “Xxxxxx Gxxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Gxxxxxx Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Gxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x Gxxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Gxxxxxx Waiving Parties. Acquiror and the Company, for itself and the Cooley Gxxxxxx Waiving Parties, hereby further irrevocably acknowledges acknowledge and agrees agree that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx Gxxxxxx XX Group, on the one hand, Group and Cooley, on the other handGxxxxxx, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx Gxxxxxx XX Group (the “Cooley Gxxxxxx Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Gxxxxxx Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Gxxxxxx Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Parent Waiving Parties”), that Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Interest Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Company Interest Holder Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Parent Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to Xxxxxx’x prior representation the Company after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX GroupParent Waiving Party Group and its counsel, on the one handincluding Xxxxxx, and Cooley, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Company Interest Holder Party Group (the “Cooley Company Interest Holder Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Company Interest Holder Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Company Interest Holder Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Holdco hereby agrees agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that (i) Winston & Xxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company or any of NWMI Sellers and their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (individually and collectively, the “Xxxxxx XX NWMI Seller Group”), on the one hand, and the NWMI Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “NWMI Current Representation”), and (ii) Winston & Xxxxxx LLP (or any successor) may represent the NWMI Seller Group or any director, member, partner, officer, employee or Affiliate of the NWMI Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Article VII, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby or therebythereby (any such representation, the “NWMI Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Waiving PartiesNWMI Acquired Companies, and each of Acquiror and the Company Holdco on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Holdco acknowledges that the foregoing provision applies whether or not Winston & Xxxxxx LLP (or any successor) provides legal services to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving PartiesNWMI Acquired Companies after the Closing Date. Acquiror and the CompanyHoldco, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company NWMI Seller Group and its Subsidiaries their counsel, including Winston & Xxxxxx LLP (or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other handsuccessor), made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass between the NWMI Seller Group and such counsel and neither Holdco nor any Person purporting to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any act on behalf of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use through Holdco or rely on any of the Cooley Privileged Communications, whether located in Waiving Parties will seek to obtain the records or email server of the Initial Surviving Corporation same by any process. From and its Subsidiaries, in any Action against or involving any of the parties after the Closing, Holdco shall and Acquiror shall cause the Acquired Companies to, on behalf of itself and the Waiving Parties, waive and not assert any attorney-client privilege with respect to any communication between Winston & Xxxxxx LLP (or any successor) and any Person in the NWMI Seller Group occurring during the NWMI Current Representation in connection with any NWMI Post-Closing Representation; provided that the foregoing waiver and acknowledgment and retention will not extend to communications with any Person other than Winston & Xxxxxx LLP; and, provided further, the Parties hereto acknowledge and agree that the physical manifestation of such communications shall be owned by the Acquired Companies from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between any Acquired Company agree not and any other Person (other than the NWMI Seller Group), the applicable Acquired Company may assert the attorney-client privilege to assert that prevent disclosure to such other person of confidential communications between Winston & Xxxxxx LLP and such Acquired Company. Nothing in this Section 8.15 shall be construed as a waiver of any privilege has been waived as controlled by Holdco, Newco or any Acquired Company after the Closing, nor shall anything herein be construed to the Cooley Privileged Communications, by virtue permit Winston & Xxxxxx LLP to communicate to any member of the Mergers.NWMI Seller Group after the Closing any information subject to a privilege controlled by Holdco, Newco or any Acquired Company (which for the avoidance of doubt excludes the NWMI Current Representation). [Signature Page Follows]

Legal Representation. (a) Acquiror SPAC hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley W&C/Meitar Waiving Parties”), that Xxxxxx White & Case LLP (“CooleyW&C”) or Meitar Law Offices (“Meitar”) may represent the Company, its Subsidiaries, its stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX W&C/Meitar WP Group”), in each caseall matters, solely including in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley W&C/Meitar Waiving Parties, and each of Acquiror SPAC and the Company on behalf of itself and the Cooley W&C/Meitar Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x W&C’s or Meitar’s prior representation of the Company, its Subsidiaries or of Cooley W&C/Meitar Waiving Parties. Acquiror SPAC and the Company, for itself and the Cooley W&C/Meitar Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, W&C/Meitar WP Group and Cooley, on the other handW&C or Meitar, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX W&C/Meitar WP Group (the “Cooley W&C/Meitar Privileged Communications”), without any waiver thereof. Acquiror SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley W&C/Meitar Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror SPAC and the Company agree not to assert that any privilege has been waived as to the Cooley W&C/Meitar Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror hereby agrees agrees, on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving CorporationCompany) (all such parties, the “Cooley Weil Waiving Parties”), that Weil, Gotshal and Xxxxxx LLP (“CooleyWeil”) may represent the stockholders or holders of other equity interests of the Company or any of its Subsidiaries or their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, but for the avoidance of doubt, excluding the Surviving Company, the “Xxxxxx Xxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Weil Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Weil Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x Weil’s prior representation of the Company, its Subsidiaries or of Cooley Weil Waiving Parties. Acquiror and the CompanyAcquiror, for itself and the Cooley Weil Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx Xxxx XX Group, on the one hand, Group and Cooley, on the other handWeil, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx Xxxx XX Group (the “Cooley Weil Privileged Communications”), without any waiver thereof. Acquiror and the CompanyAcquiror, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Weil Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree agrees not to assert that any privilege has been waived as to the Cooley Weil Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror Each Party hereby agrees on behalf of its their respective directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) Company), and each of their respective, Affiliates, successors and assigns (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP that, in the event a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“Cooley”a) may represent the stockholders or holders of other equity interests of the Company SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror PubCo or any of its Subsidiaries) (collectively, the “Xxxxxx XX SPAC Group”), in each caseon the one hand, solely in connection with and (b) PubCo and/or any Action of its Subsidiaries, on the other hand, that Xxxxxxxx Xxxxxxxx & Schole LLP (or obligation arising out of or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebySPAC Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries SPAC or other Cooley Waiving Parties, and each of Acquiror SPAC, PubCo, EUR and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the CompanySPAC, its Subsidiaries or of Cooley Waiving Parties. Acquiror PubCo and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and Xxxxxxxx Xxxxxxxx & Schole LLP (or any matter relating to any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX SPAC Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company agree not to assert that any privilege has been waived as prior to the Cooley Privileged Communications, by virtue Closing with SPAC or another member of the MergersSPAC Group under a common interest agreement shall remain the privileged communications or information of the Surviving Company following the Closing.

Legal Representation. (a) Acquiror STPC hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Winston & Sxxxxx LLP (or any successor) (“CooleyW&S”) may represent the stockholders or holders of other equity interests of the Company Pre-Closing Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Bxxxxx Xxxx Group”), in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Document or any of the transactions contemplated hereby or thereby, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror STPC and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. STPC and the Company acknowledge that the foregoing provision applies whether or not W&S provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror STPC and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupBxxxxx Xxxx Group and its counsel, on the one hand, and Cooley, on the other handincluding W&S, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Bxxxxx Xxxx Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror STPC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Proceeding against or involving any of the parties Parties after the Closing, and Acquiror STPC and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Each of Acquiror, the Sellers and the Company hereby agrees on behalf of itself and its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company and the Company Subsidiaries), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that (i) Xxxxxx & Xxxxxxx LLP or any successor (“CooleyLatham”) may represent the stockholders or holders of other equity interests of Sellers, the Company, the Company Subsidiaries or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX BSG Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior Xxxxxx’x representation (or any continued representation) of the Company Group Companies or the BSG Group and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties (ii) hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Sellers, Acquiror and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the CompanySellers, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupBSG Group and its counsel, on the one hand, and Cooley, on the other handincluding Xxxxxx, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to Acquiror or the Initial Surviving Corporation Company notwithstanding the MergerTransactions, and instead survive, remain with and are controlled by the Xxxxxx XX BSG Group (the “Cooley BSG Privileged Communications”), without any waiver thereof. Sellers, Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley BSG Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Sellers, Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley BSG Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company and after the Reorganization, Newco), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror the Company or its Subsidiariesafter the Reorganization, Newco) (collectively, the “Xxxxxx XX Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror Parent and the Company (and after the Reorganization, Newco) on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Partiesthereto. Acquiror Parent and the CompanyCompany (and after the Reorganization, Newco) acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Company (and after the Reorganization, Newco), for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupWaiving Party Group and its counsel, on the one handincluding Xxxxxx, and Cooley, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company (or after the Reorganization, Newco) notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Waiving Party Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the CompanyCompany (or after the Reorganization, Newco), together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company (or after the Reorganization, Newco) or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company (or after the Reorganization, Newco)), in any Action Legal Proceeding against or involving any of the parties Parties after the ClosingClosing or in any way adverse to the Company (or after the Reorganization, Newco), and Acquiror Parent and the Company (and after the Reorganization, Newco) agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany (or after the Reorganization, Newco) or otherwise (including in the knowledge of the officers and employees of the Company (or after the Reorganization, Newco)).

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Parent Waiving Parties”), that Xxxxxx Gxxxxx, Dxxx & Cxxxxxxx LLP or Mxxxxx, Xxxxx & Bockius LLP (“Cooley”) may represent the stockholders or holders of other equity interests of the Company or any of their respective successors) may represent the Seller or any of its respective directors, managers, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Seller Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Parent Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx, Dxxx & Cxxxxxxx LLP or Mxxxxx, Xxxxx & Bockius LLP provide legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company and its Subsidiaries or any member of the Xxxxxx XX GroupSeller Group and its counsel, on the one handincluding Gxxxxx, Dxxx & Cxxxxxxx LLP and CooleyMxxxxx, on the other handXxxxx & Bockius LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Seller Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Parent, Merger Sub and the Company hereby agrees agree, on their own behalf and on behalf of its their directors, stockholders, members, partners, officers, employees and Affiliates Affiliates, and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that (i) Winston & Xxxxxx LLP (“Cooley”) may represent the stockholders or holders of other equity interests of Shareholders’ Representative, the Company or any Shareholders, and each of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (individually and collectively, the “Xxxxxx XX Shareholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Winston & Xxxxxx LLP (or any successor) may represent (a) the Shareholder Group or any director, member, partner, officer, employee or Affiliate of the Shareholder Group, (b) the Shareholder Representative or (c) any other Shareholder in the event such Person so requests, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby or therebythereby (any such representation, the “Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company and and/or its Subsidiaries or other Cooley Waiving Partiesprior to the Effective Time, and each of Acquiror Parent, Merger Sub and the Company Shareholders on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the CompanyParent, its Subsidiaries or of Cooley Waiving Parties. Acquiror Merger Sub and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Shareholder Group and its Subsidiaries or any member of the their counsel, including Winston & Xxxxxx XX Group, on the one hand, and Cooley, on the other handLLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass between the Shareholder Group and such counsel and neither Parent, Merger Sub, the Company, nor any Person purporting to act on behalf of or through Parent, Merger Sub, the Initial Surviving Corporation notwithstanding Company or any of the MergerWaiving Parties, will seek to obtain the same by any process. From and instead surviveafter the Closing, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”)each of Parent, without any waiver thereof. Acquiror Merger Sub and the Company, together on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Winston & Xxxxxx LLP and the Company, its Subsidiaries or any Person in the Shareholder Group occurring during the Current Representation in connection with any Post-Closing Representation. Table of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the Mergers.Contents

Legal Representation. (a) Acquiror The Buyer hereby agrees agrees, on behalf of itself, its Affiliates and its and their respective directors, members, partners, officersofficers and employees (including, employees following the Closing, the Transferred Entities), and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxx, Gotshal & Xxxxxx LLP (or any successor) (“CooleyWeil”) may represent the stockholders any or holders of other equity interests all of the Company Selling Parties or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Seller Group”), in each case, solely ) in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, Agreement or any Ancillary Agreement other Transaction Agreements or the transactions contemplated hereby or therebythereby adverse to the Waiving Parties or any other Person, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Waiving PartiesTransferred Entities. The Buyer, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. (b) The Buyer, on behalf of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between any of the Company Transferred Entities or any Person in the Seller Group and its Subsidiaries or any member of the Xxxxxx XX Groupcounsel, on the one hand, and Cooley, on the other handincluding Weil, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, Agreement or any Ancillary other Transaction Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Buyer or any Transferred Entity (or if held by a Transferred Entity at Closing shall be deemed to have been transferred and assigned to the Seller) notwithstanding purchase and sale of the MergerTransferred Entities or the Transferred Assets, and instead survive, remain with and are controlled by the Xxxxxx XX Group Seller (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror (c) The Buyer, on behalf of itself and the CompanyWaiving Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree hereby further agrees (i) that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of a Transferred Entity or otherwise (including in the Initial Surviving Corporation knowledge of the officers and its Subsidiariesemployees), in any dispute or other Action against or involving any of the parties after the Closing, and Acquiror and the Company agree (ii) not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of a Transferred Entity or otherwise (including in the knowledge of the Mergers.officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Privileged Communications

Legal Representation. (a) Acquiror CPUH hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the ClosingClosings, the Initial Surviving CorporationSubsidiary Company) (all such parties, the “Cooley Xxxxxxx Procter Waiving Parties”), that Xxxxxx Xxxxxxx Procter LLP (“CooleyXxxxxxx Procter”) may represent the stockholders or holders of other equity interests Equity Securities of the Company and Pubco or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror CPUH or its Subsidiaries) (collectively, the “Xxxxxx XX Xxxxxxx Procter WP Group”), in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Document or the transactions contemplated hereby or and thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Xxxxxxx Procter Waiving Parties, and each of Acquiror CPUH and the Company on behalf of itself and the Cooley Xxxxxxx Procter Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x Xxxxxxx Procter’s prior representation of the Company, its Subsidiaries or of Cooley Xxxxxxx Procter Waiving Parties. Acquiror CPUH and the Company, for itself and the Cooley Xxxxxxx Procter Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, Xxxxxxx Procter WP Group and Cooley, on the other handXxxxxxx Procter, made prior to the Closing, Closings in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or and thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Subsidiary Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Xxxxxxx Procter WP Group (the “Cooley Xxxxxxx Procter Privileged Communications”), without any waiver thereof. Acquiror CPUH and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Xxxxxxx Procter Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action Proceeding against or involving any of the parties after the ClosingClosings, and Acquiror and CPUH, the Company and Pubco agree not to assert that any privilege has been waived as to the Cooley Xxxxxxx Procter Privileged Communications, by virtue of the Mergers.

Legal Representation. (a) Acquiror Each SPAC Party and the Company hereby agrees agree for itself and on behalf of its directorsshareholders, stockholders, members, owners, partners, officers, employees Representatives and Affiliates (including, after the Closing, SPAC and the Group Companies), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxx Xxxx & Xxxxxxxx LLP (“Cooley”or any of its successors) may represent the stockholders or holders of other equity interests of the Company SPAC Sponsor or any of their respective directorsshareholders, stockholders, members, owners, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”)Representatives and Affiliates, in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating substantially related to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving PartiesTransactions, and each of Acquiror SPAC Party and the Company on behalf of itself and the Cooley other Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Partiesthereto. Acquiror Each SPAC Party and the Company, for itself and the Cooley other Waiving Parties, acknowledges that the foregoing provision applies whether or not Xxxxx Xxxx & Xxxxxxxx LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each SPAC Party and the Company, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company SPAC or either SPAC Sponsor and its Subsidiaries or any member of the Xxxxxx XX Grouptheir respective counsel, on the one hand, and Cooley, on the other handincluding Xxxxx Xxxx & Xxxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or Legal Proceeding substantially relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company, New PubCo, the Newco Surviving Sub, the Initial SPAC Surviving Corporation Sub or the Subsequent SPAC Surviving Sub notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Group SPAC Sponsor (the “Cooley SPAC Sponsor Privileged Communications”), without any waiver thereof. Acquiror Each SPAC Party, the Company and the CompanySPAC, together with any of their its respective Affiliates, Subsidiaries, successors or assigns, agree that no Person none of New PubCo, the Company, the Newco Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub may use or rely on any of the Cooley SPAC Sponsor Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the Initial Surviving Corporation knowledge of the officers and its Subsidiariesemployees of a Group Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror and the Company agree each such Person agrees not to assert that any privilege has been waived as to the Cooley SPAC Sponsor Privileged Communications, by virtue of the Mergers.

Legal Representation. (a) Acquiror Each of the parties to this Agreement hereby agrees on behalf that Xxxxxxxx & Xxxxx LLP may serve as counsel to the Seller and certain of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP (“Cooley”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (individually and collectively, the “Xxxxxx XX Seller Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooleythe Company and its Subsidiaries, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, executionexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, delivery and performance underthat following the Closing, Xxxxxxxx & Xxxxx LLP may serve as counsel to any member of the Seller Group or any director, manager, member, partner, owner, officer, employee or Affiliate thereof in connection with any litigation, claim, dispute or Action other matter arising out of or relating to, to this Agreement, any Ancillary Agreements Agreement or the transactions contemplated hereby or therebyby this Agreement (including in connection with any matters contemplated by Section 2.4 and Section 2.5), notwithstanding such representation (or any matter relating to continued representation) of the Seller, the Company or any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Mergertheir Subsidiaries, and instead survive, each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom or in connection therewith. The parties hereto agree to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of their Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain with in effect; provided that such privilege from and are after the Closing shall be controlled by the Xxxxxx XX Group Seller. As to any privileged attorney client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of their Subsidiaries prior to the Closing Date (collectively, the “Cooley Privileged Communications”), without any waiver thereof. Acquiror the Buyer and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party (or any of their Affiliates) may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, Communications in any Action action or claim against or involving any of the parties hereto after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue . [The remainder of the Mergersthis page is intentionally left blank.]

Legal Representation. (a) Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley "Equityholder Waiving Parties”"), that Xxxxxx Sxxxxxxx & Cxxxxxxx LLP and Bxxxxxx LLP (“Cooley”"Equityholder Counsel") may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Surviving Corporation) (collectively, the “Xxxxxx XX "Equityholder WP Group”"), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Equityholder Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Equityholder Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x Equityholder Counsel's prior representation of the Company, its Subsidiaries or of Cooley the Equityholder Waiving Parties. Acquiror and the Company, for itself and the Cooley Equityholder Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, Equityholder WP Group and Cooley, on the other handEquitytholder Counsel, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Equityholder WP Group (the “Cooley "Equityholder Privileged Communications”"), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Equityholder Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Equityholder Privileged Communications, by virtue of the Mergers. All files, attorney notes, drafts or other documents in the Equityholder Counsel's or Equityholder WP Group's possession that are Equityholder Privileged Communications shall be the property of the Equityholder WP Group.

Legal Representation. (a) Acquiror Buyer hereby agrees agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that (a) both Xxxxx Xxxxx Xxxx LLC (or any successor) (“FBT”) and Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (or any successor) (“CooleyXxxxxx”) may represent the stockholders or holders of other equity interests of the Company or Sellers’ Representative, any Seller and each of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (individually and collectively, the “Xxxxxx XX Seller Group”), on the one hand, and the Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the Contemplated Transactions and transactions contemplated thereby (such representation, the “Current Representation”), and (b) FBT and/or Xxxxxx may represent the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Article IX, any Ancillary agreements contemplated by this Agreement or the Contemplated Transactions or transactions contemplated hereby thereby (any such representation, the “Post-Closing Representation”) notwithstanding Current Representation (or thereby, notwithstanding its prior representation any continued representation) of the Company and its Subsidiaries or other Cooley Waiving PartiesCompanies, and each of Acquiror and the Company Buyer, on behalf of itself and the Cooley Waiving Parties Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Buyer, on behalf of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges that such consent and agrees waiver is voluntary, that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one handit has been carefully considered, and Cooley, on the other hand, made prior to the Closing, that it has consulted with counsel or has been advised it should do so in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the Mergersherewith.

Legal Representation. (a) Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Stock or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Waiving Party Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Acquiror and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to Xxxxxx’x prior representation the Company after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX GroupWaiving Party Group and its counsel, on the one handincluding Xxxxxx, and Cooley, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Waiving Party Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company). Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. TORTOISE ACQUISITION CORP. II By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President SNPR MERGER SUB I, INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President SNPR MERGER SUB II, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer and President Acquiror, First Merger Sub, Second Merger Sub, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. VOLTA INDUSTRIES, INC. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO EXHIBIT A Form of Amended and Restated Registration Rights Agreement Final Form AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2021, is made and entered into by and among [___], a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

Legal Representation. (a) Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Orrick Waiving Parties”), that Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“CooleyOrrick”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Surviving Corporation) (collectively, the “Xxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Orrick Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Orrick Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x Orrick’s prior representation of the Company, its Subsidiaries or of Cooley the Orrick Waiving Parties. Acquiror and the Company, for itself and the Cooley Orrick Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, Group and Cooley, on the other handOrrick, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Orrick Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Orrick Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Orrick Privileged Communications, by virtue of the Mergers.. 106

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to Xxxxxx’x prior representation the Company after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX GroupWaiving Party Group and its counsel, on the one handincluding Xxxxxx, and Cooley, on the other handXxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Waiving Party Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Company) (collectively, the “Xxxxxx XX Waiving Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxx & Xxxxxxxx LLP provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged documents, materials and communications, written or oral, between the Company and its Subsidiaries between, from or among any Group Companies or any member of the Xxxxxx XX Waiving Group and its counsel, including Xxxxxx, Xxxx & Xxxxxxxx LLP, or any privilege attaching as a result of Xxxxxx, Xxxx & Xxxxxxxx LLP representing the Company or any member of the Waiving Group, on the one hand, and Cooley, on the other hand, made prior to the Closing, in connection with or related to the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to or remain with the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, are assigned to, remain with and are controlled by the Xxxxxx XX Waiving Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge or the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company). Each of the Parties hereto agrees to take all steps necessary to ensure that any such privilege shall survive the Closing, remain in effect and be assigned to and controlled by the Waiving Group.

Legal Representation. (a) Acquiror The Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving CorporationCompany) (all such parties, the “Cooley SPAC Counsel Waiving Parties”), that Xxxxxx Fxxxx & Lxxxxxx LLP (or any successor) and/or Meitar Law Offices (“CooleySPAC Counsel”) may represent the stockholders or holders of other equity interests of SPAC, the Company SPAC Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Surviving Company) (collectively, the “Xxxxxx XX SPAC Counsel WP Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation of the Company SPAC Sponsor, SPAC and its Subsidiaries Subsidiaries, or other Cooley SPAC Counsel Waiving Parties. The Company, and each of Acquiror and the Company on behalf of itself and the Cooley SPAC Counsel Waiving Parties Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x SPAC Counsel’s prior representation of the CompanySPAC Sponsor, SPAC and its Subsidiaries Subsidiaries, or of Cooley other SPAC Counsel Waiving Parties. Acquiror and the The Company, for itself and the Cooley SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and SPAC Sponsor, SPAC, or its Subsidiaries Subsidiaries, or any other member of the Xxxxxx XX SPAC Counsel WP Group, on the one hand, and CooleySPAC Counsel, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX SPAC Counsel WP Group (the “Cooley SPAC Counsel Privileged Communications”), without any waiver thereof. Acquiror and the The Company, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley SPAC Counsel Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company and its Subsidiaries, in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror and the Company agree agrees not to assert that any privilege has been waived as to the Cooley SPAC Counsel Privileged Communications, by virtue of the Mergers.Merger. 118

Legal Representation. (a) Acquiror SPAC and the Company hereby agrees agree on behalf of its their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“Cooley”a) may represent the stockholders or holders of other equity interests of the Company SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror the Surviving Company or its Subsidiariesany other Group Company) (collectively, the “Xxxxxx XX SPAC Group”), in each caseon the one hand, solely in connection with and (b) the Surviving Company and/or a Group Company, on the other hand, that Xxxxxx, Xxxxx & Xxxxxxx LLP (or any Action successor) or obligation arising out of Gornitzky & Co. (or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebySPAC Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries SPAC or other Cooley Waiving Parties, and each of Acquiror SPAC and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror SPAC and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among SPAC and/or any other member of the SPAC Group, on the one hand, and Xxxxxx, Xxxxx & Xxxxxxx LLP (or any matter relating to successor) or Gornitzky & Co. (or any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX SPAC Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company agree not to assert that any privilege has been waived as prior to the Cooley Privileged Communications, by virtue Closing with SPAC or another member of the MergersSPAC Group under a common interest agreement shall remain the privileged communications or information of the Surviving Company following the Closing.

Legal Representation. (a) Acquiror hereby agrees on behalf Following consummation of the transactions contemplated hereby, the Company’s and its directors, members, partners, officers, employees Subsidiaries’ current and Affiliates and each of their respective successors and assigns former legal counsel (including after the Closing, the Initial Surviving CorporationK&E LLP) (all such partieseach, the “Cooley Waiving Parties”), that Xxxxxx LLP (“CooleyCompany Counsel”) may represent the stockholders or holders of other equity interests serve as counsel to each and any of the Company or any of Seller Representative, the Sellers and their respective directorsNon-Recourse Parties, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”), in each case, solely in connection with any Action litigation, claim or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or thereby, notwithstanding its prior any continued representation of any other Person (including the Company Seller Representative and its Subsidiaries or other Cooley Waiving PartiesAffiliates), and each of Acquiror and the Company parties hereto (on behalf of itself and the Cooley Waiving Parties hereby each of its Non-Recourse Parties) consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or interest arising therefrom. The decision to represent any other objection arising from or relating to Xxxxxx’x prior representation of the CompanySeller Representative, its Subsidiaries the Sellers and their respective Non-Recourse Parties shall be solely that of any such Company Counsel. Any attorney-client privilege, work product protection or expectation of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or confidentiality applicable to any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made prior communication to the Closing, in connection with extent relating exclusively to the negotiation, preparation, execution, delivery and performance under, documentation or any dispute or Action arising out consummation of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, between the Company Counsel and the Company or any matter relating of its Subsidiaries (collectively, the “Privileges”) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the foregoingPrivileges (collectively, are privileged communications that do not pass to “Privileged Materials”) shall, from and after the Initial Surviving Corporation notwithstanding the MergerClosing, automatically be assigned and exclusively belong to, and instead survivebe controlled by, remain with and are controlled by the Xxxxxx XX Group (Seller Representative. For the “Cooley avoidance of doubt, as to any Privileged Communications”)Materials, without any waiver thereof. Acquiror the Purchaser and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person such party may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, Materials in any Action action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties relating to the transactions contemplated hereby after the Closing, and Acquiror the Seller Representative and its Affiliates shall have the right to assert any of the Privileges against the Company agree not to assert that and its Subsidiaries. The Purchaser further agrees that, on its own behalf and on behalf of its Subsidiaries (including, following the Closing, the Company), any privilege has been waived Company Counsel’s retention by the Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as to the Cooley Privileged Communications, by virtue of the MergersClosing. The Company shall cause each of its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 13.14 and take any and all other steps necessary to effect the agreements in this Section 13.14. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Company, on the one hand, and a third party other than any Seller, on the other hand, the Purchaser or the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Materials to such third party and, if requested by the Purchaser, the Sellers shall assert such privilege; provided, however, that none of the Purchaser or the Company may waive such privilege without the prior written consent of the Seller Representative.

Legal Representation. (a) Acquiror Parent hereby agrees agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective directors, managers, stockholders, members, partners, officers and employees, and each of their successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Pxxxxx Xxxxxx and Gxxxxxx Procter LLP (or any successor thereof) (the “CooleyLaw Firm”) may represent the stockholders or holders of other equity interests of Stockholder Representative, the Company or any Stockholders and each of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (individually and collectively, the “Xxxxxx XX Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the Merger and thereby (such representation, the “Current Representation”), and the Law Firm may represent the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Sections 1.8, 1.9 and 1.10 and Article 6, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby Merger or therebythereby (any such representation, the “Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company and Company, its Subsidiaries or other Cooley Waiving PartiesSubsidiaries, and each of Acquiror and the Company Parent on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Parent acknowledges that the foregoing provision applies whether or not the Law Firm provides legal services to Xxxxxx’x prior representation the Company or any of the Company, its Subsidiaries or of Cooley Waiving Partiesafter the Closing Date. Acquiror and the CompanyParent, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Seller Group and its Subsidiaries or any member of their counsel, including the Xxxxxx XX Group, on the one hand, and Cooley, on the other handLaw Firm, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or therebyMerger, or any matter relating to any of the foregoing, are privileged communications that do not pass between the Seller Group and such counsel and neither Parent, nor any Person purporting to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any act on behalf of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use through Parent or rely on any of the Cooley Privileged CommunicationsWaiving Parties, whether located in will seek to obtain the records or email server of the Initial Surviving Corporation same by any process. From and its Subsidiaries, in any Action against or involving any of the parties after the Closing, Parent shall and Acquiror shall cause the Company to, on behalf of itself and the Company agree Waiving Parties, waive and not assert any attorney-client privilege with respect to assert that any privilege has been waived as to communication between the Cooley Privileged Communications, by virtue of Law Firm and any Person in the MergersSeller Group occurring during the Current Representation in connection with any Post-Closing Representation.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley WSGR Waiving Parties”), that Xxxxxx LLP Xxxxxxx Xxxxxxxx & Xxxxxx (“CooleyWSGR”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesthe Surviving Corporation) (collectively, the “Xxxxxx XX WSGR WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley WSGR Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley WSGR Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x WSGR’s prior representation of the Company, its Subsidiaries or of Cooley WSGR Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley WSGR Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, WSGR WP Group and Cooley, on the other handWSGR, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX WSGR WP Group (the “Cooley WSGR Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley WSGR Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley WSGR Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx White & Case LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests Company Interests, the Company, any Subsidiary of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Waiving Party Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not White & Case LLP provides legal services to Xxxxxx’x prior representation the Company after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX GroupWaiving Party Group and its counsel, on the one hand, and Cooley, on the other handincluding White & Case LLP, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerAmalgamation, and instead survive, remain with and are controlled by the Xxxxxx XX Waiving Party Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror GF and the Company hereby agrees agree on behalf of its their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“Cooley”a) may represent the stockholders or holders of other equity interests of the Company GF Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror the Surviving Company or its Subsidiariesany Company Subsidiary) (collectively, the “Xxxxxx XX GF Group”), in each caseon the one hand, solely in connection with and (b) the Surviving Company and/or a Group Company, on the other hand, that White & Case LLP (or any Action successor) or obligation arising out of Xxxxxxxxx Xxxxxxx LLP (or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebyGF Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries GF or other Cooley Waiving Parties, and each of Acquiror GF and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will shall not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror GF and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among GF and/or any other member of the GF Group, on the one hand, and White & Case LLP (or any matter relating to successor) or Xxxxxxxxx Xxxxxxx LLP (or any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX GF Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company agree not to assert that any privilege has been waived as prior to the Cooley Privileged Communications, by virtue Closing with GF or another member of the MergersGF Group under a common interest agreement shall remain the privileged communications or information of the Surviving Company following the Closing.

Legal Representation. (a) Acquiror hereby Pioneer agrees on behalf of itself and its directors, members, partners, officers, employees and Affiliates (including the Sponsor), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Pxxx Xxxxxxxx Waiving Parties”), ) that Xxxxxx Pxxx Xxxxxxxx LLP (“CooleyPxxx Xxxxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or of Affiliates (other than Acquiror or its Subsidiariesthe Surviving Corporation) (collectively, the “Xxxxxx XX Pxxx Xxxxxxxx WP Group”), ) in each case, solely in connection with any Action Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Pxxx Xxxxxxxx Waiving Parties, and each of Acquiror Pioneer and the Company on behalf of itself and the Cooley Pxxx Xxxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from out of or relating to Xxxxxx’x Pxxx Xxxxxxxx’ prior representation of the Company, its Subsidiaries or of Cooley any Pxxx Xxxxxxxx Waiving Parties. Acquiror Pioneer and the Company, for itself on behalf of themselves and on behalf of the Cooley Pxxx Xxxxxxxx Waiving Parties, Parties hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, Pxxx Xxxxxxxx WP Group and Cooley, on the other handPxxx Xxxxxxxx, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or and thereby, or any matter relating related to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Pxxx Xxxxxxxx WP Group (the “Cooley Pxxx Xxxxxxxx Privileged Communications”), without any waiver thereof. Acquiror Pioneer and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Pxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Pioneer and the Company agree not to assert that any privilege has been waived as to the Cooley Pxxx Xxxxxxxx Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror SPAC hereby agrees on behalf of its directors, managers, members, partners, officers, employees and Affiliates affiliates (including after the Closing, the Company and its subsidiaries), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley SPAC Waiving Parties”), that Xxxxxx Mxxxxx Xxxxx & Bxxxxxx LLP (“CooleyCompany Counsel”) may represent the stockholders Company or holders of other equity interests of the Company its subsidiaries or any of their respective directors, managers, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”)affiliates, in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement whether before or the transactions contemplated hereby or therebyafter Closing, notwithstanding its prior representation (or any continued representation) of the Company and or its Subsidiaries subsidiaries or other Cooley SPAC Waiving Parties, and each of Acquiror SPAC and the Company on behalf of itself and the Cooley SPAC Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Partiesthereto. Acquiror SPAC and the Company, for itself and Company acknowledge that the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written foregoing provision applies whether or oral, between not Company Counsel provides legal services to any of the Company and its Subsidiaries subsidiaries after the Closing Date. SPAC further agrees, on behalf of itself and the SPAC Waiving Parties, that, as to all communications prior to the Closing between or among the Company or any member of the Xxxxxx XX GroupCompany Waiving Parties (as defined below), on the one hand, and CooleyCompany Counsel, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group hand (the “Cooley Company Counsel Privileged Communications”), without any waiver thereof. Acquiror the attorney/client privilege and the Companyexpectation of client confidence shall survive the Merger and belong to the Company after the Closing. The parties hereto, together with any of their respective Affiliatesaffiliates, Subsidiariessuccessors, successors or assigns, agree that no Person only the Company Waiving Parties may use or rely on any of the Cooley Company Counsel Privileged Communications, whether located in the records or email server of SPAC, the Initial Surviving Corporation and its SubsidiariesCompany or their respective affiliates, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company parties, together with their respective affiliates, successors, or assigns, agree not to assert that any privilege has been waived as to the Cooley Company Counsel Privileged Communications, by virtue of the MergersMerger.

Legal Representation. (a) Acquiror ION and the Company hereby agrees agree on behalf of its their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (“Cooley”a) may represent the stockholders or holders of other equity interests of the Company ION Shareholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror the Surviving Company or its Subsidiariesany other Group Company) (collectively, the “Xxxxxx XX ION Group”), in each caseon the one hand, solely in connection with and (b) the Surviving Company and/or a Group Company, on the other hand, that White & Case LLP (or any Action successor) or obligation arising out of Xxxxxxxx Xxxxxxxx & Co. (or relating to this Agreement, any Ancillary Agreement or successor) may represent the transactions contemplated hereby or therebyION Group, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries ION or other Cooley Waiving Parties, and each of Acquiror ION and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror ION and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that agree that, as to all legally privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, made communications prior to the Closing, Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions Transactions contemplated hereby or thereby) between or among ION and/or any other member of the ION Group, on the one hand, and White & Case LLP (or any matter relating to successor) or Xxxxxxxx Xxxxxxxx & Co. (or any successor), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the foregoing, are privileged communications that do not pass Merger and belong to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX ION Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company agree not to assert that any privilege has been waived as prior to the Cooley Privileged Communications, by virtue Closing with ION or another member of the MergersION Group under a common interest agreement shall remain the privileged communications or information of the Surviving Company following the Closing.

Legal Representation. (a) Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving CorporationEntity) (all such parties, the “Cooley Xxxx Xxxxxxxx Waiving Parties”), that Xxxxxx Xxxx Xxxxxxxx LLP (“CooleyXxxx Xxxxxxxx”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Xxxx Xxxxxxxx WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary other Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Xxxx Xxxxxxxx Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Xxxx Xxxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x Xxxx Xxxxxxxx’ prior representation of the Company, its Subsidiaries or of Cooley Xxxx Xxxxxxxx Waiving Parties. Acquiror and the Company, for itself and the Cooley Xxxx Xxxxxxxx Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxxxx XX Xxxx Xxxxxxxx WP Group, on the one hand, and CooleyXxxx Xxxxxxxx, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Entity notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Xxxx Xxxxxxxx WP Group (the “Cooley Xxxx Xxxxxxxx Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Xxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Entity and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Xxxx Xxxxxxxx Privileged Communications, by virtue of the Mergers.

Legal Representation. (a) Acquiror Each of the Parties hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxxxxx Xxxxxxx LLP or any successor (“CooleyGT”) and White & Case LLP or any successor (“W&C”): (i) may represent Parent, the stockholders or holders of other equity interests of the Company Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiariesincluding, after the Closing, the Group Companies) (collectively, the “Xxxxxx XX Parent Group”), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior their representation (or any continued representation) of the Company and its Subsidiaries Parent Group or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties and (ii) hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. The Parties acknowledge that the foregoing provision applies whether or not GT or W&C provides legal services to Xxxxxx’x prior representation Parent or any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries Parent or any member of the Xxxxxx XX GroupParent Group and its counsel, on the one hand, including GT and Cooley, on the other handW&C, made prior to the Closing, Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Parent Group (the “Cooley Parent Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Parent Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Parent or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Parent), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Parent Privileged Communications, by virtue whether located in the records or email server of the MergersParent or otherwise (including in the knowledge of the officers and employees of the Parent).

Legal Representation. (a) Acquiror Buyer and each Seller hereby agrees agrees, on its own behalf and on behalf of its current and future Affiliates and each of its and such Affiliates’ directors, managers, stockholders, members, partners, officersofficers and employees, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that (i) Winston & Xxxxxx LLP (“Cooley”or any successor) and Cozen X’Xxxxxx (or any successor) may represent the stockholders or holders of other equity interests of Seller Representative, the Company or any Sellers and each of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its the Target Companies and their respective Subsidiaries) (individually and collectively, the “Xxxxxx XX Seller Group”), on the one hand, and the Target Companies and their respective Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Winston & Xxxxxx LLP (or any successor) and Cozen O’Connor (or any successor) may represent the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Group, in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Section 4.2, any Ancillary agreements contemplated by this Agreement or the transactions contemplated hereby or therebythereby (any such representation, the “Post-Closing Representation”) notwithstanding its prior such representation (or any continued representation) of the Company Target Companies and its Subsidiaries or other Cooley Waiving Partiestheir respective Subsidiaries, and Buyer and each of Acquiror and the Company Seller, on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Buyer and each Seller acknowledges that the foregoing provision applies whether or not Winston & Xxxxxx LLP (or any successor) and Cozen X’Xxxxxx (or any successor) provides legal services to Xxxxxx’x prior representation the Target Companies or any of their respective Subsidiaries after the Company, its Subsidiaries or of Cooley Waiving PartiesClosing Date. Acquiror Buyer and the Companyeach Seller, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Seller Group and its Subsidiaries their counsel, including Winston & Xxxxxx LLP (or any member of the Xxxxxx XX Groupsuccessor) and Cozen O’Connor (or any successor), on the one hand, and Cooley, on the other hand, made prior to the Closing, extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel. Notwithstanding the foregoing, in the event that do not pass a dispute arises between the Target Companies or their Affiliates and a third party (other than a party to the Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with this Agreement or any of their respective Affiliates, Subsidiaries, successors Affiliates or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties equityholders) after the Closing, the Target Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx & Xxxxxx LLP (or any successor) and Acquiror Cozen X’Xxxxxx (or any successor) to such third party or the use thereof by Winston & Xxxxxx LLP (or any successor) and Cozen O’Connor (or any successor) in connection with its representation of a party in such dispute; provided, however, that the Buyer and the Company agree Target Companies may not to assert that any waive such privilege has been waived as to without the Cooley Privileged Communications, by virtue prior written consent of the MergersSeller Representative.

Legal Representation. (a) Acquiror Buyer, Merger Sub and Holdings hereby agrees agree, on their own behalf and on behalf of its their directors, managers, stockholders, members, partners, officers, employees and Affiliates Affiliates, and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx LLP (i) Winston, Xxxxx or Xxxxxxx may represent the Shareholder Representative, the Holders, and each of their respective Affiliates (individually and collectively, the “CooleyShareholder Group”), on the one hand, and Holdings and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (ii) Winston, Xxxxx or Xxxxxxx (in each case, or any successor) may represent the stockholders Shareholder Group or holders of other equity interests any member of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Shareholder Group”), in each case, solely case in connection with any Action dispute, litigation, claim, proceeding or obligation arising out of or relating to this AgreementAgreement (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any Ancillary Agreement or continued representation) of Holdings, and/or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving PartiesCompany, and each of Acquiror Buyer, Merger Sub and the Company Shareholder Representative on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty interest or any other objection arising from therefrom or relating thereto. Buyer, Merger Sub and Holdings acknowledge that the foregoing provision applies whether or not Winston, Xxxxx or Xxxxxxx provides legal services to Xxxxxx’x prior representation Holdings or the Company after the Closing Date. Each of the CompanyBuyer, its Subsidiaries or of Cooley Waiving Parties. Acquiror Merger Sub and the CompanyHoldings, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, communications between the Company Shareholder Group and its Subsidiaries their counsel, including Winston, Xxxxx or any member of the Xxxxxx XX Group, on the one hand, and Cooley, on the other hand, Xxxxxxx made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Agreement or the transactions contemplated hereby or therebyContemplated Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass between the Shareholder Group and such counsel and neither Buyer, Merger Sub, Holdings, nor any Person purporting to act on behalf of or through Buyer, Merger Sub, Holdings or any of the Initial Surviving Corporation notwithstanding Waiving Parties, will seek to obtain the Mergersame by any process. From and after the Effective Time, each of Buyer, Merger Sub, and instead surviveHoldings, remain on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Winston, Xxxxx or Xxxxxxx, on the one hand, and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”)Holdings, without any waiver thereof. Acquiror and the Company, together or any Person in the Shareholder Group, on the other hand, occurring during the Current Representation in connection with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the MergersPost-Closing Representation.

Legal Representation. (a) Acquiror Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including, after the Closing, the Company), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Ropes & Gxxx LLP (“Cooley”or any successor) may represent the stockholders or holders of other equity interests of the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”Company), in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Agreement Transaction Document or the transactions contemplated hereby or therebyTransactions, notwithstanding its prior representation (or any continued representation) of the Company and its Subsidiaries Group Companies or other Cooley Waiving Parties, and each of Acquiror Parent and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Ropes & Gxxx LLP provides legal services to Xxxxxx’x prior representation any Group Companies after the Closing Date. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror Parent and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the any Group Company, any Company Stockholder and its Subsidiaries or any member of the Xxxxxx XX Grouptheir respective counsel, on the one hand, and Cooley, on the other handincluding Ropes & Gxxx LLP, made prior to the Closing, in material connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoingTransactions, are privileged communications that do not pass to the Initial Surviving Corporation Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxx XX Group CCMP Parties (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation Company or otherwise (including in the Knowledge or the officers and its Subsidiariesemployees of the Company), in any Action against adverse Legal Proceeding between Parent or involving any of the parties after Company, on the Closingone hand, and Acquiror any Company Stockholder, on the other hand, and Parent and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue whether located in the records or email server of the MergersCompany or otherwise (including in the Knowledge of the officers and employees of the Company).

Legal Representation. (a) Acquiror Each of New Starship and the Company hereby agrees on behalf of its directorsstockholders, members, owners, partners, officers, employees Representatives and Affiliates (including, after the Closing, SPAC and the Group Companies), and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP (“Cooley”or any of its successors) may represent the stockholders or holders of other equity interests of the Company SPAC Sponsors or any of their respective directorsstockholders, members, owners, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”)Representatives and Affiliates, in each case, solely in connection with any Action Legal Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving PartiesTransactions, and each of Acquiror and the Company New Starship on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from therefrom or relating to Xxxxxx’x prior representation thereto. Each of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror New Starship and the Company, for itself and the Cooley Waiving Parties, acknowledges that the foregoing provision applies whether or not Xxxxxx, Xxxxx & Bockius LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each of New Starship and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company SPAC or either SPAC Sponsor and its Subsidiaries or any member of the Xxxxxx XX Grouptheir respective counsel, on the one handincluding Xxxxxx, and Cooley, on the other handXxxxx & Xxxxxxx LLP, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Transaction Agreements or the transactions contemplated hereby or therebyTransactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Initial Company, New Starship, the Starship Surviving Corporation Subsidiary or the SPAC Surviving Subsidiary notwithstanding the MergerMergers, and instead survive, remain with and are controlled by the Xxxxxx XX Group SPAC Sponsors (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror Each of New Starship, the Company and the CompanySPAC, together with any of their its respective Affiliates, Subsidiaries, successors or assigns, agree that no Person none of New Starship, the Company, the Starship Surviving Subsidiary or the SPAC Surviving Subsidiary may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the Initial Surviving Corporation knowledge or the officers and its Subsidiariesemployees of a Group Company), in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and Acquiror and the Company agree each such Person agrees not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the Mergers.