Common use of Privileged Communications Clause in Contracts

Privileged Communications. To the extent that communications between a Company Party, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”), on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing (such communication, the “Acquisition Communications”), such Acquisition Communications shall be deemed to be attorney-client confidences that belong solely to the Equityholders’ Representative for and on behalf of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (ii) neither WSGR nor ▇▇▇▇▇▇ shall have any duty whatsoever to reveal or disclose any such Acquisition Communications; provided that, to the extent any communication contains both Acquisition Communications and communications that are not Acquisition Communications, Parent may request WSGR and ▇▇▇▇▇▇, as the case may be, to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company Parties.

Privileged Communications. To ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the extent “Counsel”) has acted as counsel for the Company and Sellers in connection with this Agreement and the Related Agreements and the consummation of the Transactions (the “Transaction Engagement”). Notwithstanding the Transaction Engagement, Sellers agree that (a) all communications in any form or format whatsoever between a Company Partyor among Counsel, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) the Company or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”)any of its directors, officers, employees, agents, or advisors, on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject relate in any way to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing Transaction Engagement (such communicationcollectively, the “Acquisition Privileged Communications”), such Acquisition Communications shall ) will be deemed to be attorney-client confidences privileged communications that belong to the Company, (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 Sellers in and to any and all Privileged Communications shall transfer to and be vested solely in the Company, (c) from and after the Closing, the Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Equityholders’ Representative for Company and on behalf may be controlled by the Company and shall not be claimed by Sellers or any of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its their Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (iid) neither WSGR nor ▇▇▇▇▇▇ Counsel shall have any no duty whatsoever to reveal or disclose any such Acquisition Privileged Communications; provided that, or any of its files relating to the Transaction Engagement, to the extent Sellers, any communication contains both Acquisition Communications of their Affiliates, or any of their respective Representatives by reason of any attorney-client relationship between Counsel and communications that are Sellers or otherwise. Sellers and their Affiliates will not Acquisition have access to any such Privileged Communications, Parent may request WSGR and ▇▇▇▇▇▇, as or to the case may be, files of Counsel relating to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition CommunicationsTransaction Engagement. Notwithstanding the foregoing, anything set forth in the event that foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Sellers or any of Parent or the Surviving Corporation or their Affiliates, on the one hand, and a third party, other than the Company or any of the Company Partiesits Affiliates, on the other hand, concerning this Agreement Sellers may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that Sellers may not waive such privilege without the written Consent of Purchaser or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company PartiesCompany.

Privileged Communications. To (a) Parent agrees, on behalf of itself and, after the Closing, on behalf of the Company, that all communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (the “Firm”), the Company, any of the Company Members, or any of their respective Representatives to the extent that they relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Company Members, shall be controlled by the Equityholders’ Representative on behalf of the Company Members and shall not pass to or be claimed by Parent or, following the Closing, the Company. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Equityholders’ Representative and the Company Members, shall be controlled by the Equityholders’ Representative on behalf of the Company Members and shall not pass to or be claimed by any of Parent or, following the Closing, the Company; provided, further, that nothing contained herein shall be deemed to be a waiver by Parent or any of its Affiliates (including, after the Closing, the Company and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (b) Notwithstanding the foregoing, in the event that a dispute arises between a Company PartyParent or, after the Closing, the Company, on the one hand, and either a third party other than a Company Member or Key Person, on the other hand, Parent or, following the Closing, the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that neither Parent nor, following the Closing, the Company may waive such privilege without the prior written consent of the Equityholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed). In the event that Parent or, following the Closing, the Company is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged Deal Communications, Parent shall, unless prohibited by Law, immediately (and, in any event, within five (5) Business Days) notify the Equityholders’ Representative in writing (including by making specific reference to this Section 10.17(b)) so that the Equityholders’ Representative may, at its own expense (on behalf of the Company Members), seek a protective order and Parent agrees to use, at the Equityholders’ Representative’s expense (on behalf of the Company Members), all commercially reasonable efforts to assist therewith. (c) To the extent that Privileged Deal Communications maintained by the Firm constitute property of its clients, only the Equityholders’ Representative and the Company Members shall hold such property rights and the Firm shall have no duty to reveal or disclose any such Privileged Deal Communications by reason of any attorney-client relationship between the Firm, on the one hand, and the Company, on the other hand so long as such Privileged Deal Communications would be subject to a privilege or protection if they were being requested in a Claim by an unrelated third party. (d) Parent agrees on behalf of itself and, following the Closing, the Company, (i) to the extent that Parent or, after the Closing, the Company receives or takes physical possession of any Privileged Deal Communications, (A) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Members or any other Person, of the privileges or protections described in this section, and (B) neither Parent nor, following the Closing, the Company shall assert any claim that any of the Company Members, Key Persons or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any Privileged Deal Communications and (ii) not to seek to obtain the Privileged Deal Communications from the Firm so long as such Privileged Deal Communications would be subject to a privilege or protection if they were being requested in a Claim by an unrelated third party. The parties hereto have caused this Agreement and Plan of Merger to be executed as of the date first written above. ANI PHARMACEUTICALS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President & Chief Executive Officer NILE MERGER SUB LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized person NOVITIUM PHARMA LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer ESJAY LLC By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Manager CHALI PROPERTIES LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or /s/ ▇▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”), on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing (such communication, the “Acquisition Communications”), such Acquisition Communications shall be deemed to be attorney-client confidences that belong solely to the Equityholders’ Representative for and on behalf of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (ii) neither WSGR nor ▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have any duty whatsoever to reveal or disclose any such Acquisition Communications; provided that, to the extent any communication contains both Acquisition Communications and communications that are not Acquisition Communications, Parent may request WSGR and ▇▇▇▇▇▇, as the case may be, to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇ /s/ ThorappadiVijayaraj THORAPPADI ▇▇▇▇▇▇, ▇▇▇ SHAREHOLDER REPRESENTATIVE SERVICES LLC solely in its capacity as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition CommunicationsEquityholders’ Representative By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director 1. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any For purposes of the Company Parties, on the other hand, concerning Agreement to which this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that ParentExhibit A is attached, the Surviving Corporation and their Affiliates following terms shall not offer into evidence or assert to have the applicable arbitrator or Governmental Body the Acquisition Communications against the Company Partiesrespective meanings specified below.

Privileged Communications. To Parent agrees, and Buyer agrees on behalf of itself (and the extent Company after Closing) that, as to all communications prior to Closing between or among Akin Gump, any other counsel to Seller or the Company, and the Seller, the Company or any of their respective Affiliates that relate primarily to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the Privileged Communications and the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications (collectively, the “Privilege”) shall survive the Closing and belong to and as of the Closing shall be assigned to the Seller (without any further action by any of the undersigned) and shall be controlled by the Seller and will not pass to or be claimed by Buyer or any of its respective Affiliates (including, following the Closing, the Company). In furtherance of the foregoing, Buyer and, after the Closing, the Company agree to take the steps necessary (or as may be requested by the Seller) to ensure that the Privilege shall survive the Closing, remains in effect and is assigned to and controlled by the Seller. The Privileged Communications and the Privilege are the property of the Seller and, from and after the Closing, none of Buyer, its Affiliates (including, following the Closing, the Company) or any Person 62 purporting to act on behalf of or through Buyer or such Affiliates, or any of their successors or assigns, will seek to obtain, use or rely on the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Buyer, and its respective Affiliates (including, following the Closing, the Company), together with any of their respective Affiliates, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Seller or any of their respective Affiliates (or the Company as to pre-Closing items) after the Closing. The Privileged Communications may be used by the Seller or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim brought by Buyer. The parties hereto acknowledge and agree that Privileged Communications do not include communications between a Company Partythe Company, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”)counsel to the Seller, on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject relating to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing (such communication, the “Acquisition Communications”), such Acquisition Communications shall be deemed to be attorney-client confidences that belong solely to the Equityholders’ Representative for and on behalf of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege general business matters of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (ii) neither WSGR nor ▇▇▇▇▇▇ shall have any duty whatsoever to reveal or disclose any such Acquisition Communications; provided that, to the extent any communication contains both Acquisition Communications and communications that are not Acquisition Communications, Parent may request WSGR and ▇▇▇▇▇▇, as the case may be, to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company PartiesBusiness.

Privileged Communications. To the extent that communications between a Company Party, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇Counsel”) have acted as counsel for the Company, Seller and Owner in connection with this Agreement and the Related Agreements and the consummation of the Transactions (the “Transaction Engagement”). Notwithstanding the Transaction Engagement, Owner agrees that (a) all communications in any form or format whatsoever between or among Counsel, on the one hand, and the Company or any of its directors, officers, employees, agents, or advisors, on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject relate in any way to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing Transaction Engagement (such communicationcollectively, the “Acquisition Privileged Communications”), such Acquisition Communications shall ) will be deemed to be attorney-client confidences privileged communications that belong to the Company, (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 Owner in and to any and all Privileged Communications shall transfer to and be vested solely in the Company, (c) from and after the Closing, the Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Equityholders’ Representative for Company and on behalf of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall may be the sole holders of the attorney-client privilege of controlled by the Company Parties with respect to the Acquisition Communications, and neither Parent nor shall not be claimed by Owner or any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (iid) neither WSGR nor ▇▇▇▇▇▇ Counsel shall have any no duty whatsoever to reveal or disclose any such Acquisition Privileged Communications; provided that, or any of its files relating to the Transaction Engagement, to the extent Owner, any communication contains both Acquisition Communications and communications that are not Acquisition Communications, Parent may request WSGR and ▇▇▇▇▇▇, as the case may be, to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including or any of their respective Representatives by reason of any attorney-client relationship between Counsel and Owner or otherwise. Owner and its Affiliates will not have access to any such Privileged Communications, or to the Surviving Corporation, such that such communications do not disclose any Acquisition Communicationsfiles of Counsel relating to the Transaction Engagement. Notwithstanding the foregoing, anything set forth in the event that foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Owner or any of Parent or the Surviving Corporation or their its Affiliates, on the one hand, and a third party, other than the Company or any of the Company Partiesits respective Affiliates, on the other hand, concerning this Agreement Owner may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that Owner may not waive such privilege without the written Consent of Purchaser or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company PartiesCompany.

Privileged Communications. To the extent that communications between a Company Party(a) Sellers and Buyers hereby acknowledge and agree that, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”), on the other hand, that constitute advice or counsel regarding the interpretation notwithstanding any provision of this Agreement Agreement, neither Buyers nor any of their Affiliates shall have access to (and that would be subject to the attorney-client privilege each hereby waives any right of access it may otherwise have with respect to) any Privileged Communications, whether or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to not the Closing (such communication, the “Acquisition Communications”), such Acquisition Communications shall be deemed to be attorney-client confidences that belong solely to the Equityholders’ Representative for and on behalf of the Equityholdersoccurs. Without limiting the generality of the foregoing, Parent acknowledges Buyers hereby acknowledge and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporationagree, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent Buyers nor any of its Affiliates, including the Surviving Corporation, their Affiliates shall be a holder thereofof, or have any right, title or interest to the Privileged Communications; (ii) only Sellers shall hold property rights in the Privileged Communications and shall have the right to waive or modify such property rights; and (iiiii) neither WSGR nor ▇▇▇▇▇▇ Sellers shall have any no duty whatsoever to reveal or disclose any Privileged Communications to Buyers or any of its Affiliates; provided, however, that nothing contained herein shall prevent Buyers or their Affiliates from requesting, using or accessing any such Acquisition Communications; provided thatcommunications in connection with document production requests or discovery in any third party litigation, arbitration or other legal proceeding so long as such communications would not be subject to an attorney-client privilege if they were being requested in a litigation, arbitration or other legal proceeding by an unrelated third party and such communications are produced or required to be produced in response to such document production requests or discovery. (b) To the extent that any communication contains both Acquisition Privileged Communications is disclosed or made available to Buyers, the parties hereto hereby agree (i) that the disclosure, receipt and/or review of such Privileged Communication is entirely inadvertent and communications that are shall not Acquisition waive, modify, limit or impair in any form or fashion the protected nature of the Privileged Communications, Parent may request WSGR (ii) it is their desire, intention and ▇▇▇▇▇▇mutual understanding that the sharing of such material is not intended to, as and shall not, waive or diminish in any way the case may beconfidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege, and (iii) Sellers shall have the right in their sole discretion and at any time to provide (and require the Equityholders’ Representative, for and on behalf return and/or destruction of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Privileged Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company Parties.

Privileged Communications. To the extent that communications between a Company Party, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇Counsel”) have acted as counsel for the Companies, Seller and Owner in connection with this Agreement and the Related Agreements and the consummation of the Transactions (the “Transaction Engagement”). Notwithstanding the Transaction Engagement, Owner agrees that (a) all communications in any form or format whatsoever between or among Counsel, on the one hand, and the Companies or any of their directors, officers, employees, agents, or advisors, on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject relate in any way to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing Transaction Engagement (such communicationcollectively, the “Acquisition Privileged Communications”), such Acquisition Communications shall ) will be deemed to be attorney-client confidences privileged communications that belong to the applicable Company, (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 Owner in and to any and all Privileged Communications shall transfer to and be vested solely in the Companies, (c) from and after the Closing, the Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Equityholders’ Representative for applicable Company and on behalf of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges may be controlled by such Company and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall not be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor claimed by Owner or any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (iid) neither WSGR nor ▇▇▇▇▇▇ Counsel shall have any no duty whatsoever to reveal or disclose any such Acquisition Privileged Communications; provided that, or any of its files relating to the Transaction Engagement, to the extent Owner, any communication contains both Acquisition Communications and communications that are not Acquisition Communications, Parent may request WSGR and ▇▇▇▇▇▇, as the case may be, to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including or any of their respective Representatives by reason of any attorney-client relationship between Counsel and Owner or otherwise. Owner and its Affiliates will not have access to any such Privileged Communications, or to the Surviving Corporation, such that such communications do not disclose any Acquisition Communicationsfiles of Counsel relating to the Transaction Engagement. Notwithstanding the foregoing, anything set forth in the event that foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Owner or any of Parent or the Surviving Corporation or their its Affiliates, on the one hand, and a third party, other than any Company or any of the Company Partiesits respective Affiliates, on the other hand, concerning this Agreement Owner may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that Owner may not waive such privilege without the written Consent of Purchaser or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company PartiesCompany.

Privileged Communications. To the extent that communications between a Company Party(a) The Parties acknowledge and agree that, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”), on the other hand, that constitute advice or counsel regarding the interpretation notwithstanding any provision of this Agreement Agreement, neither Buyer nor any of its Affiliates shall have the right to obtain (and that would be subject to the attorney-client privilege it hereby waives any right it may otherwise have with respect to) any Privileged Communications, whether or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to not the Closing (such communication, the “Acquisition Communications”), such Acquisition Communications shall be deemed to be attorney-client confidences that belong solely to the Equityholders’ Representative for and on behalf of the Equityholdersoccurs. Without limiting the generality of the foregoing, Parent Buyer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), Assets shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communicationsin no event include, and neither Parent Buyer nor any of its Affiliates, including the Surviving Corporation, Affiliates shall be a holder thereofof, or have any right, title or interest to the Privileged Communications; (ii) only Seller shall hold property rights in the Privileged Communications and shall have the right to waive or modify such property rights; and (iiiii) neither WSGR nor ▇▇▇▇▇▇ Seller shall have any no duty whatsoever to reveal or disclose any Privileged Communications to Buyer or any of its Affiliates; provided, however, that nothing contained herein shall prevent Buyer or its Affiliates from requesting, using or accessing any such Acquisition Communications; provided thatcommunications in connection with document production requests or discovery in any litigation, arbitration or other legal proceeding so long as such communications would not be subject to an attorney-client privilege if they were being requested in a litigation, arbitration or other legal proceeding by an unrelated third party and such communications are produced or required to be produced in response to such document production requests or discovery. (b) To the extent that any communication contains both Acquisition Communications Privileged Communication is disclosed or made available to Buyer, the Parties hereby agree (i) that the disclosure, and communications that are receipt of such Privileged Communication is entirely inadvertent and shall not Acquisition waive, modify, limit or impair in any form or fashion the protected nature of the Privileged Communications, Parent may request WSGR (ii) it is their desire, intention and ▇▇▇▇▇▇mutual understanding that the sharing of such material is not intended to, as and shall not, waive or diminish in any way the case may beconfidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege, and (iii) Seller shall have the right in its sole discretion and at any time to provide (and require the Equityholders’ Representative, for and on behalf return and/or destruction of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body the Acquisition Communications against the Company PartiesPrivileged Communication.

Privileged Communications. To ▇▇▇▇▇ Day and Seller’s in-house legal department (collectively, “Counsel”) have acted as counsel for Seller and the Company (collectively, the “Clients”) for various matters prior to the Closing, including in connection with this Agreement and the Transaction Documents, the negotiation and documentation of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents (collectively, the “Pre-Closing Engagements”). Buyer agrees, on behalf of itself and, after the Closing, on behalf of the Company, that, to the maximum extent that permitted under Applicable Law: (a) all communications in any form or format whatsoever between a Company Partyor among Counsel, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) Seller, the Company, or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”)any of their respective representatives, on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject relate in any way to the attorneyPre-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing Engagements (such communicationcollectively, the “Acquisition Privileged Communications”), such Acquisition Communications ) shall be deemed to be attorney-client confidences that belong solely privileged, (b) immediately prior to the Equityholders’ Representative Closing, without the need for any further action on the part of any Person, all right, title, and on behalf interest of the Equityholders. Without limiting the generality of the foregoingCompany in and to any and all Privileged Communications shall transfer to and be vested solely in Seller, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon (c) from and after the Closing: (i) , the Equityholders’ Representative, for Privileged Communications and on behalf 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 Buyer or the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (iid) neither WSGR nor ▇▇▇▇▇▇ Counsel shall have any no duty whatsoever to reveal or disclose any such Acquisition Privileged Communications; provided that, or any of its files relating to the Pre-Closing Engagements, to Buyer, the extent Company, or any communication contains both Acquisition Communications of their respective representatives by reason of any attorney-client relationship between Counsel and communications that are the Company or otherwise. Buyer and its Affiliates (including, after the Closing, the Company) shall not Acquisition have access to any such Privileged Communications, Parent may request WSGR and ▇▇▇▇▇▇or to the files of Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 13.17 to the contrary, as if after the case may be, to provide (and the Equityholders’ Representative, for and on behalf Closing a dispute arises between Buyer or any of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their AffiliatesCompany, on the one hand, and a third party, other than Seller or any of the Company Partiesits Affiliates, on the other hand, concerning this Agreement or the transactions contemplated in this AgreementCompany may, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or assert to the applicable arbitrator or Governmental Body maximum extent permitted under Applicable Law, assert the Acquisition attorney-client privilege to prevent disclosure of Privileged Communications against to such third party; provided, that neither Buyer nor the Company Parties.may waive such privilege without the written Consent of Seller. SPI-900029917v22 67

Privileged Communications. To (a) ▇▇▇▇ & Loeb LLP and ▇▇▇▇▇▇’s in-house legal department (collectively, “Parent Counsel”) have acted as counsel for Parent and the extent 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 Sponsor Engagements”). The Company agrees, on behalf of itself, G3, the G3 Securityholders and, after the Closing, on behalf of the Surviving Corporation, that (a) all communications in any form or format whatsoever between a Company Partyor among Parent Counsel, on the one hand, and either ▇▇▇▇▇▇ the Sponsor, Parent, or any of their respective Representatives, on the other hand, that relate to the Pre-Closing Sponsor 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 any of its files relating to the Pre-Closing Sponsor Engagements, to the Company, G3, the G3 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 G3 Securityholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Sponsor 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 Surviving Corporation or any of its Affiliates, including G3 and the G3 Securityholders, on the one hand, and a third party, other than the Sponsor or any of its Affiliates, on the other hand, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of Parent Privileged Communications to such third party; provided that none of the Company, G3, the G3 Securityholders, Parent nor the Surviving Corporation may waive such privilege without the prior written consent of the Sponsor. (b) ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇, LLP and the Company’s in-house legal department (collectively, “WSGRCompany Counsel”) or ▇▇▇▇▇▇ LLP have acted as counsel for the Company and G3 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 Company Engagements”). The Parent Company agrees, on behalf of itself, the Sponsor, and, after the Closing, on behalf of the Surviving Corporation, that (a) all communications in any form or format whatsoever between or among Company Counsel, on the one hand, and the Company, G3, or any of their respective Representatives, on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject relate to the attorneyPre-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing Company Engagements (such communicationcollectively, the “Acquisition Company Privileged Communications”), such Acquisition Communications shall ) will be deemed to be attorney-client confidences that 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 Surviving Company in and to any and all Company Privileged Communications shall transfer to and be vested solely in G3, (c) from and after the Closing, the Company Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Equityholders’ Representative for G3 and on behalf of the Equityholders. Without limiting the generality of the foregoing, shall not pass to or be claimed by Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including or the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (iid) neither WSGR nor ▇▇▇▇▇▇ Company Counsel shall have any no duty whatsoever to reveal or disclose any such Acquisition Company Privileged Communications; provided that, or any of its files relating to the Pre-Closing Company Engagements, to the extent Parent, Sponsor, the Surviving Corporation, or any communication contains both Acquisition Communications of their respective Representatives by reason of any attorney-client relationship between Company Counsel and communications that are Parent and/or the Sponsor or otherwise. Sponsor and its Affiliates will not Acquisition have access to any such Company Privileged Communications, Parent may request WSGR and ▇▇▇▇▇▇or to the files of Company Counsel relating to the Pre-Closing Company Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.19 to the contrary, as if after the case may be, to provide (and the Equityholders’ Representative, for and on behalf Closing a dispute arises between Surviving Corporation or any of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their AffiliatesSponsor, on the one hand, and a third party, other than G3, the G3 Securityholders or any of the Company Partiestheir respective Affiliates, on the other hand, concerning this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliatesmay assert the attorney-client privilege to prevent disclosure of Company Privileged Communications to such third party; provided that none of the Company, agrees that ParentSponsor, Parent nor the Surviving Corporation and their Affiliates shall not offer into evidence or assert to may waive such privilege without the applicable arbitrator or Governmental Body the Acquisition Communications against the Company Partiesprior written consent of G3.