Common use of Privileged Communications Clause in Contracts

Privileged Communications. (a) Sagicor hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Alignvest or any officer, employee, director, or shareholder of Alignvest, and, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws.

Privileged Communications. (a) Sagicor Col-Care hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Alignvest CGGC or any officer, employee, director, or shareholder of AlignvestCGGC, and, on the other hand, the Alignvest CGGC Retained Firms, that relate to the Sagicor ArrangementCol-Care Transaction-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest CGGC immediately before the Effective Time; and Sagicor Col-Care and its Affiliates (whether purporting to act on behalf of or through Alignvest CGGC or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest CGGC Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor Col-Care and its Affiliates from obtaining or using any communications relating to the Sagicor ArrangementCol-Care Transaction-Related Matters as required under applicable Laws. (b) Alignvest CGGC hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor Col-Care or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor Col-Care or any Subsidiary thereof and, on the other hand, the Sagicor Col-Care Retained Firms, that relate to the Sagicor ArrangementCol-Care Transaction-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor Col-Care immediately before the Effective Time; and Alignvest CGGC and its Affiliates (whether purporting to act on behalf of or through Sagicor Col-Care or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Col-Care Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest CGGC from obtaining or using any communications relating to the Sagicor ArrangementCol-Care Transaction-Related Matters as required under applicable Laws.

Privileged Communications. (a) Sagicor hereby irrevocably acknowledges Acquiror and agreesthe Company, on behalf of itself their respective successors and assigns (including, after the Closing, the Surviving Entity), hereby agree that, in the event a dispute or Action (excluding any shareholder or derivative suit or Action) with respect to this Agreement or the transactions contemplated hereby that arises after the Closing between or among (a) the Surviving Entity or its controlled Affiliates, that all attorney-client communications betweenSubsidiaries, on the one hand, Alignvest and (b) the Sponsor, the stockholders or holders of other equity interests of Acquiror or the Sponsor and/or any officerof their respective directors, employeemembers, directorpartners, officers, employees or shareholder of AlignvestAffiliates (other than the Surviving Corporation) (collectively, andthe “SVOK Group”), on the other handhand (each such dispute or Action, the Alignvest Retained Firmsa “Covered Action”), that relate as to all legally privileged communications prior to the Sagicor Arrangement-Related MattersClosing (made in connection with the negotiation, shall be deemed privileged communications as to which the attorney-client privilege preparation, execution, delivery and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf performance under, or any dispute or Action arising out of or through Alignvest relating to, this Agreement, any Transaction Agreements or otherwisethe transactions contemplated hereby or thereby) may not claim and will not obtain between or use for among any purpose any such privileged communications by any means or process without the consent member of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications betweenSVOK Group, on the one hand, Sagicor or any of its Subsidiariesand their legal counsel, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof andincluding Winston & S▇▇▇▇▇ LLP, on the other handhand (a “Privileged Communication”), the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-/client privilege and the expectation as to of client confidence belongs with respect to such Privileged Communications shall survive the Merger and may be waived only by individuals who constituted a majority belong to the SVOK Group after the Closing solely with respect to such Covered Action. For the avoidance of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of doubt, nothing in this Section 11.17 or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall (x) be deemed to be a waiver of any applicable privileges or protections that can or may be asserted by the Surviving Entity or its Subsidiaries to prevent Alignvest disclosure of any Privileged Communications to any third party or (y) subject to Acquiror’s prior written consent (which shall not be unreasonably withheld) prevent or limit the Surviving Entity or its Subsidiaries from obtaining waiving any applicable privileges or using protections that can or may be asserted by the Surviving Entity or its Subsidiaries with respect to any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsPrivileged Communications in connection with any dispute or Action other than a Covered Action.

Privileged Communications. Table of Contents (a) Sagicor SC Vessel hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Alignvest Subversive or any officer, employee, director, or shareholder of AlignvestSubversive, and, on the other hand, ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (collectively, the Alignvest “Subversive Retained Firms”), that relate to the Sagicor Arrangement-Related MattersOG Enterprises Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest Subversive immediately before the Effective Time; and Sagicor SC Vessel and its Affiliates (whether purporting to act on behalf of or through Alignvest Subversive or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Subversive Board immediately before the Effective Time; provided provided, however, that nothing in this Agreement shall prevent Sagicor SC Vessel and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters OG Enterprises Transaction as required under applicable Laws. (b) Alignvest Subversive hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor SC Vessel or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor SC Vessel or any Subsidiary thereof and, on the other hand, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇ ▇▇▇▇▇ LLP and ▇▇▇▇ & Berlis LLP (collectively, the Sagicor “SC Vessel Retained Firms”), that relate to the Sagicor Arrangement-Related MattersOG Enterprises Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor owned SC Vessel immediately before the Effective Time; and Alignvest Subversive and its Affiliates (whether purporting to act on behalf of or through Sagicor SC Vessel or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board owned SC Vessel immediately before the Effective Time; provided provided, however, that nothing in this Agreement shall prevent Alignvest Subversive from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters OG Enterprises Transaction as required under applicable Laws.

Privileged Communications. L▇▇▇ & Loeb LLP and Parent’s in-house legal department (acollectively, “Parent Counsel”) Sagicor hereby irrevocably acknowledges have acted as counsel for Parent and agreesthe Sponsor for various matters prior to the Closing, including in connection with this Agreement and the Additional Agreements, the negotiation and documentation of this Agreement and the Additional Agreements, and the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Each of the Company and the Company Securityholders agree, on behalf of itself and its controlled Affiliatesand/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Parent Counsel, on the one hand, Alignvest and the Sponsor, Parent, or any officerof their respective Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Parent Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of Parent in and to any and all Parent Privileged Communications shall transfer to and be vested solely in the Sponsor, (c) from and after the Closing, the Parent Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or shareholder any of Alignvestits files relating to the Pre-Closing Engagements, andto the Company, the Company Securityholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the Company Securityholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.19 to the contrary, if after the Closing a dispute arises between Company or any of its Affiliates, including the Surviving Corporation and the Company Securityholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Parent Privileged Communications to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Timethird party; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to none of the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other handCompany, the Sagicor Retained FirmsCompany Securityholders, that relate to Parent nor the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may waive such privilege without the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority prior written consent of the board Sponsor. [The remainder of directors of Sagicor immediately before the Effective Timethis page intentionally left blank; and Alignvest and its Affiliates (whether purporting signature pages to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws.follow]

Privileged Communications. (a) Sagicor hereby irrevocably acknowledges ▇▇▇▇▇ ▇▇▇▇▇ LLP and the Company’s in-house legal department (collectively, “Company Counsel”) have acted as counsel for the Securityholder Representative and the Company for various matters prior to the Closing, including in connection with this Agreement and the Additional Agreements, the negotiation and documentation of this Agreement and the Additional Agreements, and the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Parent agrees, on behalf of itself and its controlled Affiliatesand, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Company Counsel, on the one hand, Alignvest and the Securityholder Representative, the Company, or any officerof their respective Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Company Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of the Company in and to any and all Company Privileged Communications shall transfer to and be vested solely in the Securityholder Representative, (c) from and after the Closing, the Company Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Company Counsel shall have no duty whatsoever to reveal or disclose any such Company Privileged Communications, or shareholder any of Alignvestits files relating to the Pre-Closing Engagements, andto Parent, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Company Counsel and the Company or otherwise. Parent and its Affiliates (including, after the Closing, the Surviving Corporation) will not have access to any such Company Privileged Communications, or to the files of Company Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 12.21(a) to the contrary, if after the Closing a dispute arises between Parent or any of its Affiliates, including the Surviving Company, on the one hand, and a third party, other than the Securityholder Representative or any of its respective Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Company Privileged Communications to and such third party; provided, however, that neither Parent nor the Surviving Company may be waived only by individuals who constituted a majority waive such privilege without the prior written consent of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSecurityholder Representative. (b) Alignvest hereby irrevocably acknowledges Loeb & Loeb LLP and agreesthe Parent’s in–house legal department (collectively, “Parent Counsel”) have acted as counsel for the Parent and the Sponsor for various Pre-Closing Engagements. Each of the Company and the Company Securityholders agree, on behalf of itself and its controlled Affiliatesand/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Parent Counsel, on the one hand, Sagicor and the Sponsor, the Parent, or any of their respective Representatives, on the other hand, that relate in any way to the Pre-Closing Engagements (collectively, the “Parent Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of the Parent in and to any and all Parent Privileged Communications shall transfer to and be vested solely in the Sponsor, (c) from and after the Closing, the Parent Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or any of its Subsidiariesfiles relating to the Pre-Closing Engagements, to the Company, the Company Securityholders, the Surviving Corporation, or any managerof their respective Representatives by reason of any attorney-client relationship between Parent Counsel and the Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, memberafter the Closing, officerthe Surviving Corporation) and/or the Company Securityholders will not have access to any such Parent Privileged Communications, employeeor to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 12.21(b) to the contrary, director or shareholder of Sagicor if after the Closing a dispute arises between Company or any Subsidiary thereof andof its Affiliates, including the Surviving Company and the Company Securityholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Parent Privileged Communications to and such third party; provided, however, that neither Company, the Company Securityholders, the Parent nor the Surviving Company may be waived only by individuals who constituted a majority waive such privilege without the prior written consent of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSponsor.

Privileged Communications. It is acknowledged by the Parties that ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and VHG Servicios Legales S.C. (athe “Firms”) Sagicor have been retained by Golden Minerals, Sellers and/or the Companies to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby irrevocably acknowledges agrees that, in the event that a dispute arises after the Closing between Buyer and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, a Company on the one hand, Alignvest or and any officer, employee, director, or shareholder of Alignvest, and, Seller Party on the other hand, the Alignvest Retained Firms, or their successors, may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Companies, and even though the Firms may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Companies. Buyer further agrees that, as to all communications among the Firms or their successors, the Sellers and/or the Companies and their respective Affiliates, officers, directors, managers, members, employees or Representatives that relate in any way to the Sagicor Arrangement-Related Matterstransactions contemplated by this Agreement (including the negotiation, shall preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement) that, immediately prior to the Closing, would be deemed privileged communications as to which protected by the attorney-–client communication and/or work product doctrine (“Privileged Communications”) shall continue after the Closing to be protected by the attorney–client privilege and expectation the work product doctrine and shall belong to the Sellers. The Privileged Communications shall maintain their status as protected by the attorney–client communication and/or work product doctrine (and belonging to client confidence belongs the Sellers even though Buyer and the Companies and their respective successors and assigns have access to such documents and may be waived only by individuals who constituted a majority of communications) after Closing. After Closing, neither Buyer nor the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether Companies or any Person acting or purporting to act on behalf of or through Alignvest Buyer or otherwise) may not the Companies shall access, or request from the Firms or the Sellers, the Privileged Communications. Following the Closing, the Sellers shall be permitted to use the Privileged Communications with respect to any claim in connection with the defense of any claim by Buyer under ARTICLE VIII. Other than as explicitly set forth in this Section 10.14, the Parties acknowledge that any attorney–client privilege or work product or other privilege attaching as a result of legal counsel representing the Companies prior to the Closing shall survive the Closing and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted continue to be a majority privilege of the Alignvest Board immediately before Companies, and not Sellers, after the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsClosing. [Signature page follows. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws.]

Privileged Communications. (a) Sagicor LCV hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Alignvest Subversive or any officer, employee, director, or shareholder of AlignvestSubversive, and, on the other hand, ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (collectively, the Alignvest “Subversive Retained Firms”), that relate to the Sagicor Arrangement-Related MattersLCV Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest Subversive immediately before the Effective Time; and Sagicor LCV and its Affiliates (whether purporting to act on behalf of or through Alignvest Subversive or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Subversive Board immediately before the Effective Time; provided provided, however, that nothing in this Agreement shall prevent Sagicor LCV and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters LCV Transaction as required under applicable Laws. (b) Alignvest Subversive hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor LCV or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor LCV or any Subsidiary thereof and, on the other hand, ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (collectively, the Sagicor “LCV Retained Firms”), that relate to the Sagicor Arrangement-Related MattersLCV Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor LCV immediately before the Effective Time; and Alignvest Subversive and its Affiliates (whether purporting to act on behalf of or through Sagicor LCV or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor LCV Board immediately before the Effective Time; provided provided, however, that nothing in this Agreement shall prevent Alignvest Subversive from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters LCV Transaction as required under applicable Laws.

Privileged Communications. Notwithstanding that the Company has been represented by ▇▇▇▇▇▇▇ Procter LLP (athe “Firm”) Sagicor in the preparation, negotiation and execution of this Agreement and the other Transaction Documents, each of Purchaser, Merger Sub, and the Company agrees that after the Closing the Firm may represent the Stockholder Representative, the Indemnifying Securityholders and/or their Affiliates (collectively, the “Seller Parties”) in all matters related to the Transaction Documents and the Transactions contemplated hereby irrevocably acknowledges and agreesthereby, on behalf including without limitation in respect of itself disputes in which the interests of the Seller Parties may be directly adverse to Purchaser and its controlled AffiliatesAffiliates (including the Company and the Surviving Corporation) and any indemnification claims pursuant to the Transaction Documents. Each of Purchaser, that all attorney-client communications betweenMerger Sub and the Surviving Corporation (collectively, the “Purchaser Parties”) irrevocably waives and agrees not to assert any conflict arising out of (i) the Firm’s prior representation of the Company, on the one hand, Alignvest and (ii) the Firm’s representation of the Seller Parties prior to and after the Closing, on the other hand. The Purchaser Parties further agree that, as to all pre-Closing attorney-client privileged communications between the Firm or any other attorney representing the Company and any officer, employee, director, stockholder or shareholder employee of Alignvestthe Company regarding the transactions contemplated by the Transaction Documents (the “Protected Communications”), andthe attorney-client privilege and the expectation of client confidence are deemed the sole property of the Stockholder Representative. To the extent that a Purchaser Party receives or takes physical possession of any Protected Communications after the Closing, such physical possession or receipt shall not, in any way, be deemed a waiver by the Indemnifying Securityholders of the privileges or protections described in this Section 10.17. Notwithstanding the foregoing, in the event that (i) a dispute arises between a Purchaser Party, on the one hand, and a third party other than an Indemnifying Securityholder and/or the Stockholder Representative, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which applicable Purchaser Party may assert the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority prevent the disclosure of the board of directors of Alignvest immediately before the Effective TimeProtected Communications to such third party; and Sagicor and its Affiliates (whether purporting ii) any Purchaser Party is legally required by governmental order or otherwise to act on behalf of or through Alignvest or otherwise) may not claim and will not access, obtain or use for any purpose any such privileged communications by any means provide a copy of all or process without the consent of individuals who constituted a majority portion of the Alignvest Board immediately before Protected Communications, the Effective TimePurchaser Party shall be permitted to comply with such requirement; provided or (iii) any Purchaser Party inadvertently accesses any Protected Communications (provided, that nothing said Purchaser Party promptly discloses such inadvertent access to any Protected Communications to the Stockholder Representative), Purchaser, Merger Sub and the Surviving Corporation shall not be in breach of this Agreement. The Indemnifying Securityholders acknowledge and agree that, except as otherwise set forth in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications Section 10.17 relating to the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges Protected Communications, all other confidential and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications information relating to the Sagicor Arrangement-Related Matters as required under applicable LawsCompany belongs to Purchaser and, following the Closing, Purchaser and the Surviving Corporation shall have full rights with respect thereto.

Privileged Communications. ▇▇▇▇ & Loeb LLP and Parent’s in-house legal department (acollectively, “Parent Counsel”) Sagicor hereby irrevocably acknowledges have acted as counsel for Parent and agreesthe Sponsor for various matters prior to the Closing, including in connection with this Agreement and the Additional Agreements, the negotiation and documentation of this Agreement and the Additional Agreements, and the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Each of the Company and, by approving this Agreement and the Merger, the Company Stockholders agree, on behalf of itself and its controlled Affiliatesand/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Parent Counsel, on the one hand, Alignvest and the Sponsor, Parent, or any officerof their respective Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Parent Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of Parent in and to any and all Parent Privileged Communications shall transfer to and be vested solely in the Sponsor, (c) from and after the Closing, the Parent Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or shareholder any of Alignvestits files relating to the Pre-Closing Engagements, andto the Company, the Company Stockholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the Company Stockholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.18 to the contrary, if after the Closing a dispute arises between Company or any of its Affiliates, including the Surviving Corporation and the Company Stockholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Parent Privileged Communications to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Timethird party; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to none of the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other handCompany, the Sagicor Retained FirmsCompany Stockholders, that relate to Parent nor the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may waive such privilege without the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority prior written consent of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSponsor.

Privileged Communications. L▇▇▇ & Loeb LLP and Parent’s in-house legal department (acollectively, “Parent Counsel”) Sagicor hereby irrevocably acknowledges have acted as counsel for Parent and agreesthe Sponsor for various matters prior to the Closing, including in connection with this Agreement and the Additional Agreements, the negotiation and documentation of this Agreement and the Additional Agreements, and the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Each of the Company and the Company Securityholders agree, on behalf of itself and its controlled Affiliatesand/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Parent Counsel, on the one hand, Alignvest and the Sponsor, Parent, or any officerof their respective Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Parent Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of Parent in and to any and all Parent Privileged Communications shall transfer to and be vested solely in the Sponsor, (c) from and after the Closing, the Parent Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or shareholder any of Alignvestits files relating to the Pre-Closing Engagements, andto the Company, the Company Securityholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the Company Securityholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.19 to the contrary, if after the Closing a dispute arises between Company or any of its Affiliates, including the Surviving Corporation and the Company Securityholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Parent Privileged Communications to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Timethird party; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to none of the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other handCompany, the Sagicor Retained FirmsCompany Securityholders, that relate to Parent nor the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may waive such privilege without the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority prior written consent of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSponsor.

Privileged Communications. L▇▇▇ & Loeb LLP and Parent’s in-house legal department (acollectively, “Parent Counsel”) Sagicor hereby irrevocably acknowledges have acted as counsel for Parent and agreesthe Sponsor for various matters prior to the Closing, including in connection with this Agreement and the Additional Agreements, the negotiation and documentation of this Agreement and the Additional Agreements, and the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Each of the Company and the Company Stockholders agree, on behalf of itself and its controlled Affiliatesand/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Parent Counsel, on the one hand, Alignvest and the Sponsor, Parent, or any officerof their respective Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Parent Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of Parent in and to any and all Parent Privileged Communications shall transfer to and be vested solely in the Sponsor, (c) from and after the Closing, the Parent Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or shareholder any of Alignvestits files relating to the Pre-Closing Engagements, andto the Company, the Company Stockholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the Company Stockholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.18 to the contrary, if after the Closing a dispute arises between Company or any of its Affiliates, including the Surviving Corporation and the Company Stockholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Parent Privileged Communications to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Timethird party; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to none of the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other handCompany, the Sagicor Retained FirmsCompany Stockholders, that relate to Parent nor the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may waive such privilege without the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority prior written consent of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSponsor.

Privileged Communications. ▇▇▇▇▇ ▇▇▇▇▇ LLP and Sellers’ in-house legal department (collectively, “Counsel”) have acted as counsel for Sellers for various matters prior to the Closing, including in connection with this Agreement and the other Transaction Documents, the negotiation and documentation of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (collectively, the “Pre-Closing Engagements”). Buyer agrees that (a) Sagicor hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications betweenin any form or format whatsoever between or among Counsel, on the one hand, Alignvest and any Seller or any officer, employee, director, or shareholder of Alignvest, andtheir Representatives, on the other hand, the Alignvest Retained Firms, that relate in any way to the Sagicor ArrangementPre-Related MattersClosing Engagements (collectively, shall the “Privileged Communications”) will be deemed privileged communications as to which the be attorney-client privilege privileged, (b) neither this Agreement nor any of the other Transaction Documents shall effect any transfer of any right, title, or interest in the Privileged Communications to Buyer, (c) the Privileged Communications and the expectation as to of client confidence belongs relating thereto shall belong solely to Sellers and may be waived only controlled solely by individuals who constituted a majority Sellers and shall not pass to or be claimed by Buyer, and (d) Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications, or any of its files relating to the board Pre- Closing Engagements, to Buyer or any of directors of Alignvest immediately before the Effective Time; and Sagicor its Affiliates. Buyer and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose have access to any such privileged communications by any means Privileged Communications, or process without to the consent files of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications Counsel relating to the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agreesPre- Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.10 to the contrary, on behalf if after the Closing a dispute arises between Buyer or any of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor and a Third Party, other than Sellers or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof andtheir Affiliates, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Buyer may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Privileged Communications to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Timesuch Third Party; and Alignvest provided, however, that Buyer and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any waive such privileged communications by any means or process privilege without the consent written Consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSellers.

Privileged Communications. (a) Sagicor hereby irrevocably acknowledges ▇▇▇▇▇▇▇▇ & Worcester LLP (“Company Counsel”) has acted as counsel for the Company for various matters prior to the Closing, including in connection with this Agreement and the Additional Agreements, the negotiation and documentation of this Agreement and the Additional Agreements, and the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Parent agrees, on behalf of itself and its controlled Affiliatesand, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Company Counsel, on the one hand, Alignvest and the Company, or any officerof its Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Company Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of the Company in and to any and all Company Privileged Communications shall transfer to and be vested solely in the Securityholder Representative, (c) from and after the Closing, the Company Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Company Counsel shall have no duty whatsoever to reveal or disclose any such Company Privileged Communications, or shareholder any of Alignvestits files relating to the Pre-Closing Engagements, andto Parent, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Company Counsel and the Company or otherwise. Parent and its Affiliates (including, after the Closing, the Surviving Corporation) will not have access to any such Company Privileged Communications, or to the files of Company Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 12.20(a) to the contrary, if after the Closing a dispute arises between Parent or any of its Affiliates, including the Surviving Company, on the one hand, and a third party, other than the Securityholder Representative or any of its respective Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Company Privileged Communications to and such third party; provided, however, that neither Parent nor the Surviving Company may be waived only by individuals who constituted a majority waive such privilege without the prior written consent of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSecurityholder Representative. (b) Alignvest hereby irrevocably acknowledges Loeb & Loeb LLP and agreesthe Parent’s in-house legal department (collectively, “Parent Counsel”) have acted as counsel for the Parent and the Sponsor for various Pre-Closing Engagements. Each of the Company and the Company Securityholders agree, on behalf of itself and its controlled Affiliatesand/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Parent Counsel, on the one hand, Sagicor and the Sponsor, the Parent, or any of their respective Representatives, on the other hand, that relate in any way to the Pre-Closing Engagements (collectively, the “Parent Privileged Communications”) will be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of the Parent in and to any and all Parent Privileged Communications shall transfer to and be vested solely in the Sponsor, (c) from and after the Closing, the Parent Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Sponsor and shall not pass to or be claimed by Parent or the Surviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or any of its Subsidiariesfiles relating to the Pre-Closing Engagements, to the Company, the Company Securityholders, the Surviving Corporation, or any managerof their respective Representatives by reason of any attorney-client relationship between Parent Counsel and the Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, memberafter the Closing, officerthe Surviving Corporation) and/or the Company Securityholders will not have access to any such Parent Privileged Communications, employeeor to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 12.20(b) to the contrary, director or shareholder of Sagicor if after the Closing a dispute arises between Company or any Subsidiary thereof andof its Affiliates, including the Surviving Company and the Company Securityholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Surviving Corporation may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Parent Privileged Communications to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Timethird party; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to neither Company, the Sagicor Arrangement-Related Matters as required under applicable LawsCompany Securityholders, the Parent nor the Surviving Company may waive such privilege without the prior written consent of the Sponsor.

Privileged Communications. As to all communications among counsel for Seller and/or its Affiliates (a) Sagicor hereby irrevocably acknowledges including ▇▇▇▇▇ Day and agreesin-house counsel of Seller and/or its Affiliates), on behalf Seller and any Affiliate of itself and its controlled AffiliatesSeller that relate in any way to this Agreement or the transactions contemplated by this Agreement or to any Excluded Assets, that all attorney-client communications between, on the one hand, Alignvest Excluded Liabilities or any officer, employee, director, or shareholder of Alignvest, and, on the other handExcluded Business (collectively, the Alignvest Retained Firms“Privileged Communications”), that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and the expectation as to of client confidence belongs to Seller and may be waived only controlled by individuals who constituted a majority Seller and will not pass to or be claimed by Acquiror, any Acquired Entity or any of their respective Affiliates. The Privileged Communications are the board property of directors Seller, and from and after the Closing none of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether Acquiror, any Acquired Entity, any other Affiliate of Acquiror or any Person purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for Acquiror (including any purpose Continuing Employee), any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor Acquired Entity or any other Affiliate of its SubsidiariesAcquiror will seek to obtain such communications, or any manager, member, officer, employee, director or shareholder whether by seeking a waiver of Sagicor or any Subsidiary thereof and, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority or through other means. Acquiror further agrees that neither Acquiror nor any of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act including any Acquired Entity) or any of their respective successors or assigns may use or rely on behalf any such Privileged Communications in any Action against or involving any of or through Sagicor or otherwise) may not claim the Parties after the Closing, and Acquiror waives and will not obtain assert, and agree to cause its Affiliates (including any Acquired Entity) to waive and not to assert, any attorney-client privilege with respect to such Privileged Communication. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, any Acquired Entity or use for any purpose of their Affiliates and a third party (other than a Party or any such privileged of their respective Affiliates) after the Closing, Acquiror may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel for Seller or the Seller Group to such third party; provided, however, that neither Acquiror nor any means or process of its Affiliates may waive such privilege without the prior written consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable LawsSeller.

Privileged Communications. (a) Sagicor hereby irrevocably acknowledges and The Purchaser agrees, on behalf of itself and its controlled AffiliatesAffiliates (including, after the Closing, on behalf of the Acquired Companies), that all attorneycommunications in any form or format whatsoever between or among ▇▇▇▇▇ Day and/or any other legal counsel to any of the Acquired Companies (including, in-client communications betweenhouse legal counsel) (each a “Counsel”), on the one hand, Alignvest and any Acquired Company or any officerof their respective directors, employeeofficers, directoremployees or other representatives, on the other hand, prior to the Closing that relate in any way to the preparation for or shareholder negotiation, documentation and consummation of Alignvestthe Contemplated Transactions or any dispute arising under this Agreement (collectively, andthe “Privileged Communications”) shall be deemed to be attorney-client privileged and property of the Seller and that the Privileged Communications and the expectation of client confidence relating thereto belong solely to the Seller and may be controlled by the Seller, and shall not pass to or be claimed by the Purchaser or any of the Acquired Companies. Accordingly, the Purchaser will not have access to any such Privileged Communications or to the files of ▇▇▇▇▇ Day relating to the same, regardless of whether the Closing occurs. Notwithstanding the foregoing, in the event that after the Closing a dispute arises between the Purchaser or any Acquired Company, on the one hand, and a Third Party other than a Party to this Agreement, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which applicable Acquired Company may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Privileged Communications to and such Third Party; provided, however, that neither the Purchaser nor any Acquired Company may be waived only by individuals who constituted a majority waive such privilege without the prior written consent of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates Seller (whether purporting to act on behalf of which consent shall not be unreasonably withheld, conditioned or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Lawsdelayed). (b) Alignvest hereby irrevocably acknowledges and agreesThe Purchaser, on behalf of itself and its controlled AffiliatesAffiliates (including, after the Closing, the Acquired Companies) acknowledges and agrees that all attorney▇▇▇▇▇ Day has acted as counsel for the Seller and its Affiliates and that the Seller reasonably anticipates that ▇▇▇▇▇ Day may continue to represent the Seller and/or its Affiliates in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies) expressly (i) consents to ▇▇▇▇▇ Day’s representation of the Seller and its Affiliates and any of their respective agents (if any of the foregoing Persons so desire) in any matter, including any post-client communications betweenClosing matter in which the interests of the Purchaser and the Acquired Companies, on the one hand, Sagicor and the Seller or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof andAffiliates, on the other hand, the Sagicor Retained Firmsare adverse, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for including any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications matter relating to the Sagicor Arrangement-Related Matters as required under applicable LawsContemplated Transactions, and whether or not such matter is one in which ▇▇▇▇▇ Day may have previously advised the Seller, the Acquired Companies or their respective Affiliates and (ii) consents to the arrangements in this Section 10.15 and waives any actual or potential conflict of interest that may be involved in connection with any representation by ▇▇▇▇▇ Day permitted hereunder.

Privileged Communications. ▇▇▇▇▇ Day and Seller’s in-house legal department (acollectively, “Counsel”) Sagicor hereby irrevocably acknowledges have acted as counsel for Seller and the Acquired Companies for various matters prior to the Closing, including in connection with this Agreement and the Related Agreements, the negotiation and documentation of this Agreement and the Related Agreements, and the consummation of the Contemplated Transactions (collectively, the “Pre-Closing Engagements”). Purchaser agrees, on behalf of itself and its controlled Affiliatesand, after the Closing, on behalf of the Acquired Companies, that (a) all attorney-client communications betweenin any form or format whatsoever between or among Counsel, on the one hand, Alignvest and Seller, the Acquired Companies, or any officerof their respective Representatives, employeeon the other hand, directorthat relate in any way to the Pre-Closing Engagements (collectively, the “Privileged Communications”) shall be deemed to be attorney-client privileged, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of the Acquired Companies in and to any and all Privileged Communications shall transfer to and be vested solely in Seller, (c) from and after the Closing, the Privileged Communications and the expectation of client confidence relating thereto shall belong solely to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser or the Acquired Companies, and (d) Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications, or shareholder any of Alignvestits files relating to the Pre Closing Engagements, andto Purchaser, the Acquired Companies, or any of their respective Representatives by reason of any attorney-client relationship between Counsel and the Acquired Companies or otherwise. Notwithstanding anything set forth in the foregoing provisions of this Section 9.15 to the contrary, if after the Closing a dispute arises between Purchaser or any of its Affiliates, including the Acquired Companies, on the one hand, and a third Person, other than Seller or any of its Affiliates, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Acquired Companies may assert the attorney-client privilege and expectation as to client confidence belongs prevent disclosure of Privileged Communications to and such third Person; provided, that neither Purchaser nor the Acquired Companies may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any waive such privileged communications by any means or process privilege without the written consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement Seller (which shall prevent Sagicor and its Affiliates from obtaining not be unreasonably withheld, conditioned or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Lawsdelayed). (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws.

Privileged Communications. Each of the parties to this Agreement hereby agrees that, without the need for any further action, (a) Sagicor hereby irrevocably acknowledges all right, title and agreesinterest of Holdings and the Acquired Companies in and to all Privileged Deal Communications shall transfer to and be vested solely in the Holders and their successors in interest, on behalf and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Privileged Deal Communications that would have been exercisable by Holdings or the Acquired Companies shall thereupon be vested exclusively in the Holders and their successors in interest and shall be exercised or waived solely as directed by the Seller, or the Stockholders, respectively, or their successors in interest. None of itself and its controlled AffiliatesHoldings or the Acquired Companies, that all attorney-client communications between, on the one hand, Alignvest Purchaser or any officerPerson acting on any of their behalf shall, employeewithout the prior written consent of the Holders or their successors in interest, directorassert or waive or attempt to assert or waive any such protection against disclosure, or shareholder of Alignvestincluding, andbut not limited to, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as or work product protection, or to client confidence belongs discover, obtain, use or disclose or attempt to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of discover, obtain, use or through Alignvest disclose any Privileged Deal Communications in any manner, including in connection with any dispute or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications legal proceeding relating to or in connection with this Agreement, the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges events and agreesnegotiations leading to this Agreement, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiariesthe transactions contemplated herein; provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor the Holders from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any manager, member, officer, employee, director Acquired Company and a third party other than a party to this Agreement (or shareholder of Sagicor or any Subsidiary thereof and, on an Affiliate thereof) after the other handClosing, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that no Acquired Company may waive such privilege without the prior written consent of Stakeholder Representative. Subject to compliance with the terms of this Agreement (including Section 8.3(b)), the Holders and expectation as their successors in interest shall have the right at any time prior to client confidence belongs or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Privileged Deal Communications in whatever way they desire and may be waived only by individuals who constituted a majority Holdings, the Acquired Companies and Purchaser shall provide reasonable assistance at the expense of the board of directors of Sagicor immediately before Person requesting such assistance in order to give full force and effect to the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority rights of the Sagicor Board immediately before the Effective Time; provided that nothing Holders and their successors in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Lawsinterest hereunder.

Privileged Communications. (a) Sagicor ▇▇▇▇▇▇ hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Alignvest Subversive or any officer, employee, director, or shareholder of AlignvestSubversive, and, on the other hand, the Alignvest Retained Firms▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, that relate to the Sagicor Arrangement-Related Matters▇▇▇▇▇▇ Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest Subversive immediately before the Effective Time; and Sagicor ▇▇▇▇▇▇ and its Affiliates (whether purporting to act on behalf of or through Alignvest Subversive or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Subversive Board immediately before the Effective Time; provided provided, however, that nothing in this Agreement shall prevent Sagicor ▇▇▇▇▇▇ and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters ▇▇▇▇▇▇ Transaction as required under applicable Laws. (b) Alignvest Subversive hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor ▇▇▇▇▇▇ or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor ▇▇▇▇▇▇ or any Subsidiary thereof and, on the other hand, the Sagicor Retained FirmsBenesch, Friedlander, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, that relate to the Sagicor Arrangement-Related Matters▇▇▇▇▇▇ Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor ▇▇▇▇▇▇ immediately before the Effective Time; and Alignvest Subversive and its Affiliates (whether purporting to act on behalf of or through Sagicor ▇▇▇▇▇▇ or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor ▇▇▇▇▇▇ Board immediately before the Effective Time; provided provided, however, that nothing in this Agreement shall prevent Alignvest Subversive from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters ▇▇▇▇▇▇ Transaction as required under applicable Laws.