Common use of Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after the Closing) (collectively, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer waives and will not assert, Purchaser and their respective Affiliates (including agrees to cause the Company after the Closing) (collectivelyto waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though of any Seller, any Affiliate of any Seller or any stockholder, officer, employee or director of Company (any such Person, a “Designated Person”) in any matter involving the interests Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller, any Affiliate of one any Seller or more of the Designated Persons Company in such dispute connection with the Transaction Documents or any other matter may be directly adverse to agreements or transactions contemplated hereby or thereby (the interests of one or more members of the Purchaser Group“Current Representation”). (b) Parent Buyer waives and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handwill not assert, and any Designated Person or agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree to not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, ifincluding in connection with a dispute with Buyer, after and following the Closing, a dispute arises between Parentwith the Company, Purchaser, or one or more it being the intention of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or parties hereto that all such Affiliate (rights to the extent applicable) may assert the such attorney-client privilege and to prevent disclosure to control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship privilege shall be retained by Sellers; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving the Transaction Documents or any other agreements or transactions contemplated hereby or thereby, or to communications with Sellers Counsel, unless any Person other than the Designated Persons. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofCommission upon request.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer and Company hereby agree that, Purchaser and their respective Affiliates (including in the Company after the Closing) (collectively, the “Purchaser Group”) hereby waives any claim event that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation a dispute arises out of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to by this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, Agreement after the Closing Date between Buyer (“Post-Closing Representation”and/or the Company), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one hand, and the Securityholders’ Representative or any Designated Person or the Company (with respect to the Company, solely prior to the Closing)Securityholder, on the other handhand (a “Covered Dispute”), that relate then ▇▇▇▇▇▇▇ Coie LLP (“PC”), which has been retained by the Company to act as counsel in connection with the transactions contemplated hereby, may represent such Securityholder and/or the Securityholder Representative in such dispute even though the interests of such Securityholder or the Securityholder Representative may be directly adverse to Buyer or a Group Company, and even though PC has represented a Group Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. Buyer further agrees that, as to all communications among PC and a Group Company, any way Securityholder or the Securityholder Representative in connection with a Covered Dispute, to the Pre-Closing Representationextent they relate to the transactions contemplated by this Agreement or the other Transaction Documents (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation exception of client confidence belong with respect to the Privileged Communications belongs solely to the Securityholders and shall may be controlled only by the applicable Designated Persons, Securityholder Representative and shall not pass to (whether by operation of law or otherwise) or be claimed by any member Buyer, Buyer Parent or their respective Affiliates, because the interests of Buyer, Buyer Parent or their respective Affiliates were directly adverse to a Group Company, such Securityholder and/or the Purchaser GroupSecurityholder Representative at the time such Privileged Communications were made. Parent and Purchaser, on behalf of themselves and This right to the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege to the Privileged Communications shall exist even if such communications may exist on a Group Company's computer system or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representationdocuments in a Group Company's possession. Notwithstanding the foregoing, ifthe Privileged Communications shall only include the communications themselves, after and not the Closingdue diligence or underlying materials, any information reflected in the datasite or any other non-privileged documents even if referenced in the Privileged Communications. (b) Notwithstanding the foregoing, in the event that a dispute arises after the Closing between ParentBuyer, Purchaser, Buyer Parent or one or more of its Affiliatesa Group Company, on the one hand, and a third party Person other than (and unaffiliated with) any Designated Person, a party to this Agreement on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) Company may assert the attorney-client privilege to prevent disclosure to such third third-party of confidential communications the Privileged Communications by Sellers Counsel. (c) After PC to the ClosingCompany; provided, that the Company will each cease to have any attorney-client relationship may not waive such privilege with Sellers Counsel, unless and respect to the extent that Sellers Counsel is expressly engaged in writing by Privileged Communications without the Company to represent it. Any such representation prior written consent of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofSecurityholder Representative.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEach of Buyer and the Company (on behalf of itself and its Subsidiaries) covenants and agrees that, Purchaser following the Closing, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing the Company or any of its Subsidiaries (each, a “Prior Company Counsel”) may serve as counsel to the Holders, the Holders’ Representative and their respective Affiliates (including the Company after the Closing) (collectively, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with any matters arising under or related to this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of or the transactions contemplated by this Agreement, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby and thereby irrevocably (“Pre-Closing Representation”i) waive any claim they have or may have that a Prior Company Counsel has or will have a conflict of interest or is otherwise prohibited from representing Representativeengaging in such representation and (ii) covenant and agree that, Sellers in the event that a dispute arises after the Closing between Buyer or their Affiliates, the Company or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counselits Subsidiaries, on the one hand, and any Designated Person or Holder(s), the Company (with respect to the Company, solely prior to the Closing)Holders’ Representative and/or any of their respective Affiliates, on the other hand, that relate in Prior Company Counsel may represent any way to the Pre-Closing RepresentationHolder, the attorney-client privilege Holders’ Representative and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between even though Prior Company CounselCounsel may have represented the Acquired Companies in a matter substantially related to such dispute. (b) All communications between any Holder(s), on the one handHolders’ Representative, and the Company of any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its their respective Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated PersonPrior Company Counsel, on the other hand, then Parent, Purchaser or such Affiliate (related to the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Holders, the Holders’ Representative and their respective Affiliates (excluding, for the sake of clarity, the Company and its Subsidiaries) (the “Holder Pre-Closing Transaction Related Communications”). Accordingly, none of the Company, any of its Subsidiaries or any of its or their directors, officers, advisors or other representatives shall have access to any such Holder Pre-Closing Transaction Related Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company and any of its Subsidiaries in any medium (including electronic copies) containing or reflecting any of the Holder Pre-Closing Transaction Related Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Holders and the Holders’ Representative effective as of the Closing (collectively, the “Holder Privileged Materials”). The Holder Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Holders’ Representative (on behalf of itself and the Holders) immediately prior to Closing with no copies thereof retained by the Company or any of its Subsidiaries, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Company and its Subsidiaries and their respective representatives shall maintain the confidentiality of the Holder Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Company or any of its Subsidiaries, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Holder Privileged Materials. To the extent applicablethat any Holder Privileged Materials are not delivered to the Holders’ Representative (on behalf of itself and the Holders), the Company agrees (on behalf of its self and its Subsidiaries) may not to assert a waiver of any applicable privilege or protection, and will deliver all such Holder Privileged Materials to the Holders’ Representative (on behalf of itself and the Holders) promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and the Holders’ Representative in such capacities shall be the sole holders of the attorney-client privilege with respect to prevent disclosure the Holder Privileged Materials, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Holder Privileged Materials constitute property of the client, only the Holders and the Holders’ Representative shall hold such third party of confidential communications by Sellers Counsel. property rights and (c) After the Closing, Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Holder Privileged Materials to the Company will each cease to have or any of its Subsidiaries by reason of any attorney-client relationship with Sellers Counsel, unless between Prior Company Counsel and to the extent that Sellers Counsel is expressly engaged in writing by the Company or any of its Subsidiaries or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to represent it. Any such representation review and obtain adequate information regarding the significance and risks of the Company by Sellers Counsel after waivers and other terms and conditions of this Section 11.12, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.12 is for the benefit of Holders, the Holders’ Representative, their respective Affiliates, each of which is an intended third party beneficiary of this Section 11.12. The covenants and obligations set forth in this Section 11.12 shall survive for 10 years following the Closing will not affect the foregoing provisions hereofDate.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer and MergerCo waive and will not assert, Purchaser and their respective Affiliates (including each agrees to cause the Company after the Closing) (collectivelySurviving Corporation and each of its Subsidiaries to waive and to not assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date Effective Time (the “Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute Stockholders’ Representative, any Stockholder or other matter may be directly adverse to the interests of one officer, employee or more members director of the Purchaser GroupCompany or any Company Subsidiary (any such Person, a “Designated Person”) in any matter involving any Transaction Agreements or any other agreements or transactions contemplated thereby (including any litigation, arbitration, mediation or other proceeding), by any legal counsel set forth on Schedule 11.06(a) that is currently representing the Company or any Company Subsidiary in connection with the Transaction Agreements or any other agreements or transactions contemplated hereby and thereby (the “Current Representation”). (b) Parent Buyer and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handMergerCo will not assert, and any Designated Person or each agrees to cause the Company (with respect Surviving Corporation and each of its Subsidiaries to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoingRepresentation in connection with a dispute with Buyer, if, after and following the Closing, a dispute arises between Parent, Purchaser, with the Surviving Corporation or one or more any of its AffiliatesSubsidiaries, on it being the one hand, and a third party other than (and unaffiliated with) any Designated Person, on intention of the other hand, then Parent, Purchaser or parties hereto that all such Affiliate (rights to the extent applicable) may assert the such attorney-client privilege and to prevent disclosure control such attorney-client privilege shall be retained by such Designated Person; provided that the foregoing agreement of non-assertion and acknowledgement of retention shall not extend to such third party any communication not involving the Transaction Agreements or any other agreements or transactions contemplated hereby and thereby, or to communications with any Person other than the Designated Persons and their advisers; provided, further that nothing in this Section 11.06 shall be construed as a waiver of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofprivilege.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer and Merger Sub waive and will not assert, Purchaser and their respective Affiliates (including each agrees to cause the Company after the Closing) (collectivelySurviving Corporation and each of its Subsidiaries to waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date Effective Time (the “Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute Stockholder’s Representative, any Stockholder or other matter may be directly adverse to the interests of one officer, employee or more members director of the Purchaser GroupCompany or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement, the Merger or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by C▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP (the “Current Representation”). (b) Parent Buyer and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handMerger Sub will not assert, and any Designated Person or each agrees to cause the Company (with respect Surviving Corporation and each of its Subsidiaries to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoingRepresentation in connection with a dispute with Buyer, if, after and following the Closing, a dispute arises between Parent, Purchaser, with the Surviving Corporation or one or more any of its AffiliatesSubsidiaries, on it being the one hand, and a third party other than (and unaffiliated with) any Designated Person, on intention of the other hand, then Parent, Purchaser or parties hereto that all such Affiliate (rights to the extent applicable) may assert the such attorney-client privilege and to prevent disclosure control such attorney-client privilege shall be retained by such Designated Person; provided that the forgoing agreement of non-assertion and acknowledgment of retention shall not extend to such third party of confidential communications by Sellers Counsel. (c) After the Closingany communication not involving this Agreement, the Company will each cease Merger or any other agreements or transactions contemplated hereby, or to have communications with any Person other than the Designated Person and their advisers; provided, further that nothing in this Section 11.12 shall be construed as a waiver of any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofprivilege.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Closing, Purchaser hereby waives and their respective Affiliates (including agrees not to assert, and Purchaser agrees to cause the Company after the Closing) (collectivelyand each of its Subsidiaries to waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Seller Representative, any Seller, any of their respective Affiliates or any director, manager, officer or employee of the Seller Representative, any Seller, the Company or any of its Subsidiaries (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement, any Seller Document, any Company Document, any Purchaser Document or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, any Seller Document, any Company Document, any Purchaser Document or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse to regarding the interests of one negotiation, execution, performance or more members of enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Closing, Purchaser Group, hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Purchaser agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation (a “Covered Communication”) in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with Purchaser the foregoing, ifCompany or any of their respective Affiliates (including, after the Closing, a dispute arises between Parent, Purchaser, or one or more the Company and each of its AffiliatesSubsidiaries), on it being the one hand, and a third party other than (and unaffiliated with) intention of the parties hereto that all rights of any Designated Person, on the other hand, then Parent, Purchaser Person under or with respect to such Affiliate (to the extent applicable) may assert the attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such third party of confidential communications by Sellers Counsel. (c) After Designated Person. From and after the Closing, neither Purchaser nor the Company will shall, and each cease to have shall cause its Affiliates not to, use any attorney-client relationship Covered Communication or the contents thereof in connection with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofany dispute with a Designated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Parent hereby waives and agrees not to assert, and Parent agrees to cause the Surviving Corporation to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Sellers’ Representative, any Seller, any of their respective Affiliates or any officer, employee or director of the Sellers’ Representative, any Seller, or the Company (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this 77 Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Parent hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Parent agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Surviving Corporation not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with Parent, the foregoing, ifSurviving Corporation or any of their respective Affiliates (including, after the Closing, a dispute arises between Parentthe Company), Purchaserit being the intention of the parties hereto that, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (notwithstanding anything to the extent applicable) may assert contrary in Section 1.4 hereof or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it(as applicable), and vested solely in, such Designated Person. Any such representation [Remainder of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.page intentionally left blank]

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentThe Parties hereby acknowledge and agree that ▇▇▇▇, Purchaser ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (the “Seller Attorneys”) have represented the Seller and their respective Affiliates (including the Company after the Closing) (collectively, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to by this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser. Buyer, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handBuyer Indemnified Parties, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, agree that relate in any way to the Pre-Closing Representation, the attorney-client privilege privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of the Seller Attorneys’ representations of the Company or the Seller in connection with the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and shall be controlled by the applicable Designated PersonsSeller and may be waived only by Seller, and not the Company, and shall not pass to or be claimed or used by any member of Buyer, the Purchaser Group. Parent Buyer Indemnified Parties and Purchaserthe Company and shall not pass to or be claimed or used by Buyer or the Company except as consented to by Seller. (b) Buyer, on behalf of themselves the Buyer Indemnified Parties, and the rest of the Purchaser GroupCompany agree that, hereby irrevocably waive and agree not to assert, notwithstanding any attorney-client privilege current or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such prior representation of the Company by Sellers Counsel either of the Seller Attorneys, the Seller Attorneys shall be allowed to represent the Seller in any existing or future matters or disputes adverse to the Buyer Parties or the Company relating to this Agreement or the transactions contemplated hereby and the Buyer Parties and the Company hereby waive any conflict of interest that may arise in connection with such representation. Buyer, on behalf of the Buyer Indemnified Parties, and the Company agree that the Seller Attorneys may represent the Seller in such a matter or dispute, before or after Closing, even though the Closing will not affect interests of the foregoing provisions hereofSeller may be directly adverse to those of the Buyer Parties or the Company, and even though such Seller Attorneys may have previously represented the Company in a matter substantially related to such matter or dispute.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives any claim that Sellers Counsel in connection with this Agreement and agrees not to assert, and the other Transaction DocumentsBuyer agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and not to assert, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a any conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Company Equityholder Representative, any Company Equityholder or any of their respective Affiliates or Representatives as it relates to this Agreement and the transactions contemplated hereby (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by WilmerHale currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests negotiation, execution or performance hereof or thereof) (the “Current Representation”); provided, however, the foregoing waiver of one any Post-Closing Representation with respect to WilmerHale shall not include any matter that proceeds to a third party decision-maker, including any litigation, arbitration, mediation or more members of the Purchaser Groupother proceeding. (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, the Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege Surviving Corporation and the expectation each of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree its Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication at or prior to the Closing between Prior Company Counsel, on the one hand, WilmerHale and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with the Buyer, the Surviving Corporation or any of their respective Affiliates (including, after the Closing, the Surviving Corporation ), it being the intention of the parties hereto that, notwithstanding anything to the contrary in this Agreement or Section 251 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person. Notwithstanding the foregoing, ifin the event that a dispute arises between the Buyer, the Surviving Corporation or any of their Subsidiaries and a third party after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one handBuyer, and a third party other than its Affiliates (and unaffiliated with) any Designated Person, on including the other hand, then Parent, Purchaser or such Affiliate (to the extent applicableSurviving Corporation ) may assert the attorney-client privilege to prevent disclosure of confidential communications by WilmerHale to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have and WilmerHale and any Designated Person may not waive any such attorney-client relationship with Sellers Counsel, unless and to privilege in any such third party proceeding without the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation prior written consent of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofBuyer.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company after the Closing) (collectivelyBuyer and all such other Persons, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel Ropes & Gray LLP and any other legal counsel currently representing the Seller Group or the Company (each, a “Prior Company Counsel”) in connection with this Agreement and the other Transaction DocumentsAgreement, the negotiation hereof and thereof and or its subject matter or the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, the Seller Group or any of the their respective officers, directors, members, managers, directors managers or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, negotiation thereof or its subject matter or the negotiation hereof and thereof, and the transactions contemplated hereby and therebyContemplated Transactions, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Buyer Group and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications between the Sellers any Prior Company Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall will be controlled by the Seller or applicable Designated PersonsPerson, and shall will not pass to or be claimed by any member of the Purchaser Buyer Group. Parent Without limitation of the foregoing, no member of the Buyer Group may use or rely on any communications described in the immediately preceding sentence and Purchaserto which attorney-client privilege still then exists, and has not been waived by any Designated Person in writing, in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. ▇▇▇▇▇, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, assert any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its AffiliatesSubsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Prior Company Counsel; provided, that neither Buyer nor any of its Subsidiaries may waive such privilege without the prior written consent of Seller. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 8.04(b). (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Prior Company Counsel after the Closing will not affect the foregoing provisions hereof. (d) From and after the Closing, neither the Seller Group nor Prior Company Counsel shall have any duty to reveal or disclose to Buyer, the Company or any of their respective Subsidiaries (and the Company, Buyer and their respective Subsidiaries will not have any right to access or review) the Seller Group’s confidential communications in respect to the Pre-Closing Representation by reason of any attorney-client relationship between Prior Company Counsel and the Company. To the extent that files of Seller or Prior Company Counsel in respect of its representation of the Seller Group or of the Company in connection with the Pre-Closing Representation constitute property of the Company, all property rights thereto are hereby assigned and transferred to Seller effective as of the Closing.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEach Purchaser Entity hereby waives and will not assert, Purchaser and their respective Affiliates (including each agrees to cause the Company after the Closing) (collectivelyand each of its Subsidiaries to waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though the interests of one or more of the Seller or any of their Affiliates (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement, the Transactions or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other matter may be directly adverse to proceeding), by either C▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, L▇▇▇ & Staehelin or Osler, H▇▇▇▇▇ & Harcourt LLP (collectively, the interests of one or more members of the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest of the The Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handEntities will not assert, and any Designated Person or each agrees to cause the Company (with respect and each of its Subsidiaries to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoingRepresentation in connection with a dispute with a Purchaser Entity, if, after and following the Closing, a dispute arises between Parent, Purchaser, with the Company or one or more any of its AffiliatesSubsidiaries, on it being the one hand, and a third party other than (and unaffiliated with) any Designated Person, on intention of the other hand, then Parent, Purchaser or parties hereto that all such Affiliate (rights to the extent applicable) may assert the such attorney-client privilege and to prevent disclosure control such attorney-client privilege shall be retained by such Designated Person; provided that the forgoing agreement of non-assertion and acknowledgment of retention shall not extend to such third party of confidential communications by Sellers Counsel. (c) After the Closingany communication not involving this Agreement, the Company will each cease Transactions or any other agreements or transactions contemplated hereby, or to have communications with any Person other than the Designated Persons and their advisers; provided, further, that nothing in this Section 12.13 shall be construed as a waiver of any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofprivilege.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentPurchaser waives and will not assert, Purchaser and their respective Affiliates (agrees to cause its Affiliates, including the Company after the Closing) (collectivelyPurchased Companies, the “Purchaser Group”) hereby waives to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest relating to or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any arising out of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though of Seller, any of its Affiliates or any shareholder, officer, member, manager, employee or director of any Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, any other Transaction Document or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller or any of its Affiliates in connection with this Agreement, the interests of one other Transaction Documents or more of any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group“Current Representation”). (b) Parent Purchaser waives and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handwill not assert, and any Designated Person or agrees to cause its Affiliates, including the Company (with respect Purchased Companies, to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client or other applicable legal privilege or confidentiality obligation protection with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, including in connection with a dispute arises between Parent, Purchaser, with Purchaser or one or more any of its Affiliates, on and following the one handClosing, and a third party other than (and unaffiliated with) with any Designated PersonPurchased Company, on it being the other hand, then Parent, Purchaser or intention of the Parties that all such Affiliate (rights to the extent applicable) may assert the such attorney-client and other applicable legal privilege or protection and to prevent disclosure control such attorney-client and other applicable legal privilege or protection shall be retained by Seller and that Seller, and not Purchaser, Purchaser’s Affiliates or the Purchased Companies, shall have the sole right to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease decide whether or not to have waive any attorney-client relationship with Sellers Counselor other applicable legal privilege or protection. Accordingly, unless from and after Closing, neither Purchaser nor any of its Affiliates (including the Purchased Companies) shall have any access to any such communications or to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation files of the Company Current Representation, all of which shall be and remain the property of Seller and not of Purchaser or any of its Affiliates (including the Purchased Companies), or to internal counsel relating to such engagement, and neither Purchaser nor any of its Affiliates (including the Purchased Companies) or any Person acting or purporting to act on their behalf shall seek to obtain the same by Sellers Counsel after any process on the Closing will not affect grounds that the foregoing provisions hereofprivilege and protection attaching to such communications and files belongs to Seller.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer and MergerCo waive and will not assert, Purchaser and their respective Affiliates (including each agrees to cause the Company after the Closing) (collectivelySurviving Corporation and each of its Subsidiaries to waive and to not assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date Effective Time (the “Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute Stockholders’ Representative, any Holder or other matter may be directly adverse to the interests of one officer, employee or more members director of the Purchaser GroupCompany or any Company Subsidiary (any such Person, a “Designated Person”) in any matter involving any Transaction Agreements or any other agreements or transactions contemplated thereby (including any litigation, arbitration, mediation or other proceeding), by any legal counsel currently representing the Company or any Company Subsidiary in connection with the Transaction Agreements or any other agreements or transactions contemplated hereby and thereby (the “Current Representation”). (b) Parent Buyer and Purchaser, on behalf of themselves MergerCo waive and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handwill not assert, and any Designated Person or each agrees to cause the Company (with respect Surviving Corporation and each of its Subsidiaries to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree to not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, ifincluding in connection with a dispute with Buyer, after and following the Closing, a dispute arises between Parent, Purchaser, with the Surviving Corporation or one or more any of its AffiliatesSubsidiaries, on it being the one hand, and a third party other than (and unaffiliated with) any Designated Person, on intention of the other hand, then Parent, Purchaser or parties hereto that all such Affiliate (rights to the extent applicable) may assert the such attorney-client privilege and to prevent disclosure to control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent privilege shall be retained by such Designated Person; provided that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofwaiver and acknowledgement of retention shall not extend to any communication not involving the Transaction Agreements or any other agreements or transactions contemplated hereby and thereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Closing, Purchaser Buyer hereby waives and their respective Affiliates agrees not to assert, and Buyer agrees to cause the Acquired Companies and each of its other subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing of any Covenantor or any Affiliate, officer, employee or director of any Covenantor (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the Company after the Closingnegotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (collectively, the “Purchaser GroupCounsel”) hereby waives any claim that Sellers Counsel in connection with this Agreement and or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the other Transaction Documentsnegotiation, the negotiation execution or performance hereof and thereof and the consummation or thereof). (b) Any privilege attaching as a result of Counsel’s representation of the transactions contemplated hereby and thereby Company or any Designated Person prior to the Closing (the “Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of shall survive the respective members, managers, directors or officers (“Designated Persons”) Closing and shall remain in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereofeffect, and the transactions contemplated hereby such privilege from and thereby, in each case, after the Closing Date shall be assigned to, belong to and be controlled by, Covenantors (“Post-Closing Representation”), even though the interests of one or more on their own behalf and on behalf of the Designated Persons in Persons). From and after the Closing, such dispute or other matter privilege (i) may be directly adverse to the interests of one or more members of the Purchaser Group. waived only by Covenantors (b) Parent and Purchaser, on behalf of themselves and rest the Designated Persons), and not by Buyer, any Acquired Company or any of the Purchaser Grouptheir respective Affiliates, hereby covenant and agree(ii) shall not pass to or be claimed or used by Buyer, that, as any Acquired Company or any of their respective Affiliates. As to all any privileged attorney-client communications between the Sellers Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during prior to Closing (collectively, the “Privileged Communications”), Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Acquired Companies)) and their respective successors and/or assigns, that none of Buyer, any of its Affiliates (including, after the Closing, the Acquired Companies) or any of their respective successors or assigns, may use or rely on any of the Privileged Communications in any action or claim against or involving Sellers or any Designated Person. Further, the Parties understand and agree that any failure to segregate and/or restrict Buyer’s access to any Privileged Communications shall not be considered a waiver of the privilege. From and after the Closing, none of Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) shall knowingly access any Privileged Communications or the files of any Acquired Company relating to the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after intent to nullify the Closing, a dispute arises between Parent, Purchaser, or one or more effects of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) may assert the attorney-client privilege on such Privileged Communications or the files of any Acquired Company relating to prevent disclosure to such third party the Pre-Closing Representation. Without limiting the generality of confidential communications by Sellers Counsel. the foregoing, from and after the Closing (ca) After Covenantors (on their own behalf and on behalf of the Closing, Designated Persons) shall be the Company will each cease to have any sole holders of the attorney-client relationship privilege with Sellers Counselrespect to the Pre-Closing Representation, unless and (b) to the extent that Sellers files of Counsel is expressly engaged in writing by the Company to represent it. Any such representation respect of the Company by Sellers Counsel after the Pre-Closing will not affect the foregoing provisions hereof.Representation constitute property of a client of counsel, only Covenantors (on their own behalf and on behalf of the

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Effective Time, Purchaser Parent hereby waives and agrees not to assert, and ▇▇▇▇▇▇ agrees to cause the Surviving Company, the Surviving Entity and each Subsidiary of the Surviving Company or the Surviving Entity to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Effective Time of the Securityholder Representative, any Securityholder, any of their respective Affiliates (including the Company after the Closing) (collectivelyor any officer, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documentsemployee, the negotiation hereof and thereof and the consummation manager or director of the transactions contemplated hereby and thereby Securityholder Representative or Securityholder (“Pre-Closing Representation”) has or will have any such Person, a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated PersonsPerson”) in any dispute with any member of the Purchaser Group matter involving this Agreement or any agreement, certificate, instrument or other matter relating document executed or delivered pursuant to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and therebyincluding any matter regarding the negotiation, in execution, performance or enforceability hereof or thereof) (each casesuch matter, after the Closing Date (a “Post-Closing Representation”) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (“WH”). Parent hereby acknowledges and agrees that WH has represented the Company prior to the Closing in connection with this Agreement or any agreement, even though the interests of one or more of the Designated Persons in such dispute certificate, instrument or other matter may be directly adverse document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupEffective Time, Parent hereby covenant agrees not to control or assert, and agreeParent agrees to cause the Surviving Company, thatthe Surviving Entity and each Subsidiary of the Surviving Company or any Surviving Entity not to control or assert, as any attorney-client privilege, work product protection or other similar privilege or protection applicable to all communications any communication between the Sellers Counsel, on the one hand, any legal counsel and any Designated Person or the Company or any of its Subsidiaries (with respect to the Companyincluding any officer, solely prior to the Closing)employee, on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to manager or be claimed by any member director of the Purchaser Group. Parent and Purchaser, on behalf Company or any of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring its Subsidiaries) during the Pre-Closing Current Representation in connection with any Post-Closing Representation (a “Covered Communication”), and agrees not to access, use or rely on, and to cause the Surviving Company, the Surviving Entity and each Subsidiary of the Surviving Company or the Surviving Entity not to access, use or rely on, any such communications in each case in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with Parent, the foregoingSurviving Company, ifthe Surviving Entity or any of their respective Affiliates (including, after the ClosingEffective Time, a dispute arises between Parentthe Surviving Company, Purchaserthe Surviving Entity and each Subsidiary of the Surviving Company or the Surviving Entity), or one or more it being the intention of its Affiliatesthe parties hereto that, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (notwithstanding anything to the extent applicable) may assert contrary in this Agreement or the DLLCA, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such third party Designated Person (or the Securityholder Representative, in the case of confidential communications any such rights of any Person other than a Designated Person)); provided, however, that any such privilege or protection that would be transferred to or retained by Sellers Counsel. (c) After as applicable), or vested solely in, the Company in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Securityholder Representative. Parent agrees to take the steps necessary, and to cause the Surviving Company, the Surviving Entity and each Subsidiary of the Surviving Company will each cease or the Surviving Entity to have take the steps necessary, to ensure that any such attorney-client relationship with Sellers Counselprivilege, unless work product protection or similar privilege or protection shall survive the Closing and to the extent that Sellers Counsel is expressly engaged Effective Time, remain in writing effect and be afforded the treatment described in the immediately preceding sentence. No access following the Effective Time by Parent or any of its Affiliates (including the Company to represent it. Any such representation Surviving Company, the Surviving Entity and any Subsidiary of the Surviving Company by Sellers Counsel after or the Closing will Surviving Entity) to any Covered Communication shall waive or otherwise alter the rights of any Designated Person with respect to any Covered Communication and none of Parent, the Surviving Company, the Surviving Entity or any Subsidiary of the Surviving Company or the Surviving Entity shall, and each shall cause its Affiliates not affect to, use any Covered Communication or the foregoing provisions hereof.contents of any Covered Communication in any dispute with any Designated Person in any matter involving this Agreement or any Transaction Document or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof). In Witness Whereof, the parties hereto have executed this Agreement as of the date first above written. FORGE GLOBAL HOLDINGS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ MERGER SUB I, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Person ▇▇▇▇▇ MERGER SUB II, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Person In Witness Whereof, the parties hereto have executed this Agreement as of the date first above written. ACCUIDITY, LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Member In Witness Whereof, the parties hereto have executed this Agreement as of the date first above written. ▇▇▇▇▇▇ LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-president

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives and agrees not to assert, and Buyer agrees to cause the Companies to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Sellers’ Representative, any Seller, any of their respective Affiliates or any officer, employee or director of any Seller (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Buyer agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Companies not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, including in connection with a dispute arises between Parentwith Buyer, Purchaser, the Companies or one or more any of its their respective Affiliates, on it being the one handintention of the Parties hereto that, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (notwithstanding anything to the extent applicable) may assert the contrary in this Agreement or under Applicable Law, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (aA) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives and agrees not to assert, and Buyer agrees to cause SinglePlatform to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”)) of Parent or Seller and any of their Affiliates or any director, even though the interests manager, officer or employee of one Parent or more Seller, any of the their Affiliates (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (bB) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or the Company (with respect Buyer agrees to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree cause SinglePlatform not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation (“Covered Communication”) in connection with any Post-Closing Representation. Notwithstanding the foregoing, ifincluding in connection with a dispute with Buyer or any of its Affiliates (including, after the Closing, a dispute arises between ParentSinglePlatform), Purchaser, it being the intention of the Parties that all rights of any Person under or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or with respect to such Affiliate (to the extent applicable) may assert the attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it(as applicable), and vested solely in, such Designated Person. Any such representation of the Company by Sellers Counsel after No access following the Closing will by Buyer or SinglePlatform to any Covered Communication shall waive or otherwise alter the rights of any Designated Person with respect to any Covered Communication and Buyer shall, and shall cause SinglePlatform and each of Buyer’s other Affiliates not affect to, use any Covered Communication or the foregoing provisions hereofcontents of any Covered Communication in any dispute with any Designated Person in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof).

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer waives and will not assert, Purchaser and their respective Affiliates (including agrees to cause the Company Acquired Entities to waive and to not assert, any conflict of interest arising out of or relating to any representation, after the Closing) , of Seller, any Seller, any Acquired Entity or any Affiliate of Seller or any Seller, or any of their respective officers, employees, directors or managers in any matter involving this Agreement, any Ancillary Agreement or any other agreements or transactions contemplated hereby or thereby (collectivelyincluding any litigation, arbitration, mediation or other proceeding), by any legal counsel that has represented any such party prior the Closing. Buyer waives and will not assert, and agrees to cause the Acquired Entities and each of their other Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication that relates to negotiation of the Agreement, or any Ancillary Agreement, disputes arising from the Agreement or any Ancillary Agreement, Retained Liabilities or Excluded Assets, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and content or preparation of the other Transaction Documents, the negotiation hereof and thereof and Disclosure Schedules or the consummation of the transactions contemplated hereby and thereby (“Pre-if that communication occurred on or prior to the Closing Representation”) has between any legal counsel and Seller, any Seller, the Acquired Entities or will have a conflict any Affiliate of interest Seller or is otherwise prohibited from representing Representative, Sellers or their Affiliatesany Seller, or any of the their respective membersofficers, employees, directors and managers, directors or officers (“Designated Persons”) in any dispute with any member it being the intention of the Purchaser Group or any other matter relating parties that all such rights to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any control such attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counselshall be retained by Seller, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one handand their respective officers, and a third party other than (and unaffiliated with) any Designated Personemployees, on the other hand, then Parent, Purchaser directors or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counselmanagers. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer waives and will not assert, Purchaser and their respective Affiliates (including the Company after agrees to cause its Affiliates, including, following the Closing) (collectively, the “Purchaser Group”) hereby waives Acquired Companies, to waive and not assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though of Seller or any of its Affiliates, or any shareholder, officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the interests of one Ancillary Agreements or more of any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Designated Person in connection with this Agreement, the Designated Persons in Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP (any such dispute or other matter may be directly adverse to representation, the interests of one or more members of the Purchaser Group“Current Representation”). (b) Parent Buyer waives and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handwill not assert, and any Designated Person or the Company (with respect agrees to the Companycause its Affiliates, solely prior to including, following the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong Acquired Companies, to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client or other applicable legal privilege or confidentiality obligation protection with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation (the “Privileged Communications”) or in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or its Affiliates (including, following the Closing, any Acquired Company or any of its Subsidiaries), including in respect of any claim for indemnification, it being the intention of the parties that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Seller and its Affiliates and that Seller, and not Buyer or its Affiliates or the Acquired Companies, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Buyer or its Affiliates, including the Acquired Companies, shall have any access to any such communications or to the files of the Current Representation, all of which shall be and remain the property of Seller and not of Buyer or its Affiliates, including the Acquired Companies, or to internal counsel relating to such engagement, and none of Buyer or its Affiliates, including, following the Closing, the Acquired Companies, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Buyer or its Affiliates, including, following the Closing, the Acquired Companies, or does not belong to Seller. Notwithstanding the foregoing, if, after in the Closing, event that a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, including, following the Closing, the Acquired Companies, on the one hand, and a third party other than (and unaffiliated with) any Designated PersonSeller or its Affiliates, on the other hand, then ParentBuyer or its Affiliates, Purchaser or such Affiliate (to including, following the extent applicable) Closing, the Acquired Companies, may assert prevent the attorney-client privilege to prevent disclosure of the Privileged Communications to such third party of confidential communications and require that Seller not permit such disclosure, and Seller shall not disclose such Privileged Communications to such third party without Buyer’s prior written consent except as required by Sellers CounselLaw. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Parent hereby waives and agrees not to assert, and Parent agrees to cause the Surviving Corporation to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Sellers’ Representative, any Seller, any of their respective Affiliates or any officer, employee or director of the Sellers’ Representative, any Seller, or the Company (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Parent hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Parent agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Surviving Corporation not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with Parent, the foregoing, ifSurviving Corporation or any of their respective Affiliates (including, after the Closing, a dispute arises between Parentthe Company), Purchaserit being the intention of the parties hereto that, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (notwithstanding anything to the extent applicable) may assert contrary in Section 1.4 hereof or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company and its Subsidiaries after the Closing) (collectivelyBuyer and all such Affiliates, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Pre-Closing RepresentationPrior Company Counsel”) has or will have a conflict of interest under applicable Law or is otherwise prohibited from applicable ethical standards governing attorney conduct by representing Representative, Sellers or their Affiliates, the Seller Group or any of the their respective officers, directors, members, managers, directors owners, trustees, or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and thereof or its subject matter or the transactions contemplated hereby and therebyby this Agreement, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests ) solely as a result of one or more Prior Company Counsel’s representation of the Designated Persons Company in such dispute connection with this Agreement, the negotiation thereof or other its subject matter may be directly adverse or the transactions contemplated by this Agreement (“Pre-Closing Representation”) (it being understood and agreed that the foregoing shall not apply if and to the interests of one or more members extent (i) Prior Company Counsel is then representing any member of the Purchaser Buyer Group, and (ii) such representation of the Buyer Group would require Prior Company Counsel to either refrain from representing the applicable Seller Group member or obtain the informed consent of the applicable Seller Group member and any member of the Buyer Group, as applicable, under applicable Law or applicable ethical standards governing attorney conduct). (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications prior to the Closing between the Sellers Prior Company Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing)or its Subsidiaries, on the other hand, that are subject to attorney-client privilege as of immediately prior to the Closing and relate in any way to (and solely to the extent related to) the Pre-Closing RepresentationRepresentation (the “Pre-Closing Company Communications”), the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any no member of the Purchaser GroupBuyer Group may use any such Pre-Closing Company Communications in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Parent and PurchaserBuyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, assert any attorney-client privilege or attorney-client confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation Company Communications in connection with any Post-Closing Representation (it being understood and agreed that any attorney-client privilege and attorney-client confidentiality obligation with respect to such Pre-Closing Company Communications will be retained and controlled by the applicable Seller or other Designated Person solely for purposes of any such Post-Closing Representation). Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers CounselPrior Company Counsel (including any Pre-Closing Company Communications); provided, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Seller. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 10.16. (c) After As of the Closing, the Company and its Subsidiaries will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Company or its Subsidiaries to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Closing, Purchaser the Buyer hereby waives and their respective Affiliates (including agrees not to assert, and the Buyer agrees to cause the Company after the Closing) (collectivelyto waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”)) of Seller, even though the interests any of one its Affiliates or more any officer, employee or director of the Seller or any of its Affiliates (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse to regarding the interests of one negotiation, execution, performance or more members of the Purchaser Group. (benforceability hereof or thereof) Parent by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one hand, and any other legal counsel currently representing any Designated Person (the “Current Counsel”) in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) because of the Current Counsel’s acting as counsel to the Company (with respect to the Company, solely prior to “Current Representation”). Effective as of the Closing), on the other hand, that relate in any way to the Pre-Closing RepresentationEffective Date, the attorney-client privilege Buyer hereby agrees not to control or assert, and the expectation of client confidence belong Buyer agrees to and shall be controlled by cause the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Company not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with the foregoing, ifBuyer or any of its Affiliates (including, after the ClosingClosing Date, a dispute arises between Parentthe Company), Purchaser, it being the intention of the parties hereto that all rights of any Person under or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or with respect to such Affiliate (to the extent applicable) may assert the attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective Buyer Affiliates (including the Company Acquired Seller Party after the Closing) (collectivelyBuyer and all such Buyer Affiliates, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Pre-Closing RepresentationPrior Seller Counsel”) has or will have a conflict of interest under applicable Law or is otherwise prohibited from applicable ethical standards governing attorney conduct by representing Representative, Sellers or their Affiliates, the Seller Group or any of the their respective officers, directors, members, managers, directors owners, trustees, or officers Seller Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and thereof or its subject matter or the transactions contemplated hereby and therebyby this Agreement, in each case, after the Closing Date (“Post-Closing Representation”)) solely as a result of Prior Seller Counsel’s representation of Seller and Seller Affiliates (including the Acquired Seller Party prior to the Closing) in connection with this Agreement, even though the interests of one negotiation thereof or more its subject matter or the transactions contemplated by this Agreement (“Pre-Closing Representation”) (it being understood and agreed that the foregoing shall not apply if and to the extent (i) Prior Seller Counsel is then representing any member of the Designated Persons in Buyer Group, and (ii) such dispute or other matter may be directly adverse to the interests of one or more members representation of the Purchaser Buyer Group would require Prior Seller Counsel to either refrain from representing the applicable Seller Group member or obtain the informed consent of the applicable Seller Group member and any member of the Buyer Group, as applicable, under applicable Law or applicable ethical standards governing attorney conduct). (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications prior to the Closing between the Sellers Prior Seller Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing)Acquired Seller Party, on the other hand, that are subject to attorney-client privilege as of immediately prior to the Closing and relate in any way to (and solely to the extent related to) the Pre-Closing RepresentationRepresentation (“Pre-Closing Seller Communications”), the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any no member of the Purchaser GroupBuyer Group may use any such Pre-Closing Seller Communications in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Parent and PurchaserBuyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, assert any attorney-client privilege or attorney-client confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation Seller Communications in connection with any Post-Closing Representation (it being understood and agreed that any attorney-client privilege and attorney-client confidentiality obligation with respect to such Pre-Closing Seller Communications will be retained and controlled by the applicable Seller or other Designated Person solely for purposes of any such Post-Closing Representation). Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its Buyer Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Buyer Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers CounselPrior Seller Counsel (including any Pre-Closing Seller Communications); provided, that neither Buyer nor any Buyer Affiliates may waive such privilege without the prior written consent of Seller. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 11.14. (c) After As of the Closing, the Company Acquired Seller Party will each cease to have any attorney-client relationship with Sellers the Prior Seller Counsel, unless and to the extent that Sellers such Prior Seller Counsel is expressly engaged in writing by the Company Acquired Seller Party to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Effective Time, Purchaser and their respective Affiliates (including the Company after the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives and agrees not to assert, and ▇▇▇▇▇ agrees to cause each Company Entity to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representativerelating to any representation after the Closing of Parent, Sellers Amedisys, any of their Affiliates or their Affiliatesany officer, employee or director of Parent, Amedisys or any of the respective memberstheir Affiliates (any such Person, managers, directors or officers (a “Designated PersonsPerson”) in any dispute with any member matter involving the process of selling the Purchaser Group Company Entities or any other matter the Purchased Assets, including arising out of or relating to this AgreementAgreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any Transaction or a transaction contemplated pursuant to another Transaction Document (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the other Transaction Agreementsnegotiation, the negotiation execution, performance or enforceability hereof and or thereof) by Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, and any other legal counsel currently representing any Designated Person in connection with the transactions Transactions or any agreement, certificate, instrument or other document executed or delivered pursuant to the Transaction Documents or any Transaction or other transaction contemplated hereby and therebythereby (including the consideration, in each casepursuit, after negotiation, execution or performance hereof or thereof) (the Closing Date (“Post-Closing Current Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupEffective Time, Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or the ▇▇▇▇▇ agrees to cause each Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Entity not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation protection applicable to any privileged communication between any legal counsel and any Designated Person during, arising from or relating to the Current Representation (the “Privileged Communications”), including in connection with a dispute with Buyer or any of its Affiliates (including, after the Closing Date, the Company Entities), it being the intention of the parties hereto that all rights of any Person under or with respect to any communication between Prior Company Counselsuch attorney-client privilege, on work product protection or other similar privilege or protection, including the one handright to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and any vested solely in, such Designated Person. Legal counsel to Parent, on Amedisys or their Affiliates shall have no duty whatsoever to reveal or disclose any attorney-client communications or files relating to the other hand, occurring during the Pre-Closing Current Representation in connection with to Buyer or any Post-Closing Representation. Notwithstanding the foregoing, ifof its Affiliates (including, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the ClosingClosing Date, the Company will each cease to have Entities) by reason of any attorney-client relationship with Sellers Counselbetween legal counsel to Parent, unless Amedisys or their Affiliates and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent itEntities or otherwise. Any such representation Further, Buyer, together with any of its Affiliates (including the Company by Sellers Counsel Entities), successors, or assigns, hereby agrees that it may not access, use or rely on the Privileged Communications after the Closing Date, including in any action or claim on or after the Closing Date against or involving any Seller Party or their Affiliates. Each party hereto will not affect take the foregoing provisions hereofsteps necessary to ensure that any privilege or protection relating to the Current Representation will survive the Closing, remain in effect, and be assigned to and controlled by Parent.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentPurchaser waives and will not assert, Purchaser and their respective Affiliates (including the Company after agrees to cause its Affiliates, including, following the Closing) (collectively, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement Purchased Entities, their Subsidiaries and the other Transaction DocumentsJoint Ventures, the negotiation hereof to waive and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a not assert, any conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though of Seller or any of its Affiliates, or any shareholder, officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the interests of one other Transaction Documents or more of any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Designated Person in connection with this Agreement, the Designated Persons in other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including ▇▇▇▇▇▇▇▇, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (any such dispute or other matter may be directly adverse to representation, the interests of one or more members of the Purchaser Group“Current Representation”). (b) Parent Purchaser waives and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handwill not assert, and any Designated Person or the Company (with respect agrees to the Companycause its Affiliates, solely prior to including, following the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege Purchased Entities, their Subsidiaries and the expectation of client confidence belong Joint Ventures, to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client or other applicable legal privilege or confidentiality obligation protection with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation (the “Privileged Communications”) or in connection with any Post-Closing Representation, including in connection with a dispute with Purchaser or its Affiliates (including, following the Closing, any Purchased Entity or any of its Subsidiaries or the Joint Ventures), including in respect of any claim for indemnification by a Purchaser Indemnified Party, it being the intention of the Parties that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Seller and its Affiliates and that Seller, and not Purchaser or its Affiliates (including, following the Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures), shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser or its Affiliates, including the Purchased Entities, their Subsidiaries and the Joint Ventures, shall have any access to any such communications or to the files of the Current Representation, all of which shall be and remain the property of Seller and not of Purchaser or its Affiliates, including the Purchased Entities, their Subsidiaries and the Joint Ventures, or to internal counsel relating to such engagement, and none of Purchaser or its Affiliates, including, following the Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser or its Affiliates, including, following the Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures, or does not belong to Seller. Notwithstanding the foregoing, if, after in the Closing, event that a dispute arises between Parent, Purchaser, Purchaser or one or more of its Affiliates, including, following the Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures, on the one hand, and a third party other than (and unaffiliated with) any Designated PersonSeller or its Affiliates, on the other hand, then Parent, Purchaser or such Affiliate (to its Affiliates, including, following the extent applicable) Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures, may assert the attorney-client privilege seek to prevent the disclosure of the Privileged Communications to such third party of confidential communications by Sellers Counseland request that Seller not permit such disclosure, and Seller shall consider such request in good faith. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Effective Time, Purchaser Buyer hereby waives and their respective Affiliates (including agrees not to assert, and Buyer agrees to cause each of the Company after the Closing) (collectivelyand Connextions HCI to waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”)) of Seller, even though the interests any of one its Affiliates or more any officer, employee or director of the Seller or any of its Affiliates (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupEffective Time, Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Buyer agrees to cause each of the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Connextions HCI not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, ifincluding in connection with a dispute with Buyer or any of its Affiliates (including, after the ClosingClosing Date, a dispute arises between Parentthe Company and Connextions HCI), Purchaser, it being the intention of the parties hereto that all rights of any Person under or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or with respect to such Affiliate (to the extent applicable) may assert the attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer and Merger Sub hereby waive and agree not to assert, Purchaser and their respective Affiliates (including each agrees to cause the Company after the Closing) (collectivelySurviving Corporation and each of its Subsidiaries to waive and to not assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date Effective Time (the “Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute Stockholders’ Representative, any Holder or any other matter may be directly adverse to the interests of one director, officer or more members employee of the Purchaser GroupSurviving Corporation or any Subsidiary of the Surviving Corporation (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (the “Current Representation”). (b) Parent Buyer and PurchaserMerger Sub hereby agree to not assert, on behalf of themselves and rest each agrees to cause the Surviving Corporation and each of the Purchaser Group, hereby covenant and agree, that, as Surviving Corporation’s Subsidiaries to all communications between the Sellers Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel referenced in Section 11.12(a) and any Designated Person, on Person to the other hand, occurring during extent related to the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, ifincluding in connection with a dispute with Buyer, and after the ClosingEffective Time, a dispute arises between Parentwith the Surviving Corporation or any of the Surviving Corporation’s Subsidiaries, Purchaser, or one or more it being the intention of its Affiliates, on the one hand, parties hereto that all such rights to such attorney-client privilege and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or to control such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and extent related to the extent Current Representation shall be retained by such Designated Person; provided that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofacknowledgement of retention shall not extend to any communication not related to this Agreement or any other agreements or transactions contemplated hereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company Acquired Companies after the Closing) (collectivelyBuyer and all such other Persons, the “Purchaser Buyer Group”) hereby waives waives, any claim that Sellers Counsel Ropes & ▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ LLP currently representing any Acquired Company (each, a “Prior Company Counsel”) in connection with this Agreement and the other Transaction DocumentsAgreement, the negotiation hereof and thereof and or its subject matter or the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representativeany Seller, Sellers or their Affiliates, the Sellers’ Representative or any of the their respective officers, directors, members, managers, directors managers or officers Affiliates (“Designated Persons”) ), in any dispute with between any Designated Person and any member of the Purchaser Group Buyer Group, or any other matter relating to this Agreement, the other Transaction Agreements, negotiation thereof or its subject matter or the negotiation hereof and thereof, and the transactions contemplated hereby and therebyContemplated Transactions, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Buyer Group and even though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, subject to the last sentence of this clause (b), as to all communications between the Sellers any Prior Company Counsel, on the one hand, and any Designated Person or the any Acquired Company (with respect to the CompanyAcquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Sellers’ Representative or applicable Designated PersonsPerson, and shall not pass to or be claimed by any member of the Purchaser Buyer Group. Parent and PurchaserWithout limitation of the foregoing, no member of the Buyer Group may use or rely on any communications described in the immediately preceding sentence in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Buyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more members of its Affiliatesthe Buyer Group, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate member of the Buyer Group (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to and use by such third party of confidential communications by Sellers Prior Company Counsel; provided, however, that neither Buyer nor any member of the Buyer Group may waive such privilege without the prior written consent of the Sellers’ Representative, and neither the Sellers’ Representative nor any Seller may waive such privilege without the prior written consent of Buyer. Each of Buyer and Merger Sub acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 11.04(b). (c) After the Closing, the Surviving Company and its Subsidiaries will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Surviving Company to represent it. Any such representation of the Surviving Company or its Subsidiaries by Sellers Prior Company Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer waives and shall not assert, Purchaser and their respective Affiliates (including agrees to cause the Company after the Closing) (collectivelyto waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though of the interests Premier Parties or any of one their respective Affiliates (excluding, after Closing, the Company), or more any officer, employee or manager of the Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreement contemplated hereby or the transactions contemplated by this Agreement (including any litigation, arbitration, mediation or other proceeding), by ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP (the “Current Counsel”), which firm is representing the Premier Parties and certain of the Designated Persons in such dispute or other matter may be directly adverse to connection with this Agreement, the interests of one or more members of agreements contemplated hereby and the Purchaser Grouptransactions contemplated therein (the “Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, Buyer waives and shall not pass assert, and after Closing agrees to or be claimed by any member of cause the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably Company to waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, Current Counsel and any Designated Person, on Person if and to the other hand, occurring during extent related to the Pre-Closing Current Representation (the “Privileged Communication”) in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or its Affiliates (after Closing, including the Company), it being the intention of the parties that all such rights to such attorney-client privilege and confidential information and to control such attorney-client privilege and such confidential information shall be retained by such Designated Person (and not Buyer or the Company) and shall not pass to or be claimed by Buyer or the Company; provided such privileged or confidential information shall not be utilized by Designated Persons in connection with any Proceedings involving Buyer or its Affiliates. Without limiting the generality of the foregoing, from and after Closing, (a) the Designated Persons shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and the Company shall not be a holder thereof, (b) to the extent that files of the Current Counsel in respect of the Current Representation constitute property of the client, only the Designated Persons shall hold such property rights and (c) the Current Counsel shall, subject to Section 10.14(c), have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between the Current Counsel and the Company or otherwise. (c) Notwithstanding the foregoing, if, after in the Closing, event a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliatesthe Company, on the one hand, and a third party (other than (and unaffiliated with) a Designated Person or any Designated Personof their respective Affiliates), on the other hand, then Parentafter the Closing to which a Designated Person or any of their respective Affiliates are not a party, Purchaser Buyer or such Affiliate (to the extent applicable) Company, as the case may be, may assert the attorney-client or work product privilege to prevent disclosure of confidential communications by the Current Counsel to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any and waive such attorney-client relationship with Sellers Counselor work product privilege; provided that no such waiver shall be given without Equityholder’s consent (such consent not to be unreasonably withheld, unless and delayed or conditioned). In the event that Buyer or any of its Affiliates (including the Company after Closing) is legally required by Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent that Sellers Counsel is expressly engaged permitted by applicable Legal Requirements, then Buyer shall promptly notify Equityholder in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofso that Equityholder can seek a protective order at Equityholder’s sole cost and expense.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEach of the parties hereto acknowledges and agrees on its own behalf and on behalf of its directors, Purchaser members, partners, officers, employees and their respective Affiliates Affiliates, that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (including the Company after the Closing) (collectively, the “Purchaser GroupSTB”) hereby waives any claim that Sellers Counsel has acted as counsel to Parent in connection with the negotiation of this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby in the other documents referred to herein and intends to represent the Company and its Subsidiaries from and after the Closing. Accordingly, each of the Company, its Subsidiaries, the Sellers and the Seller Representative hereby consents and agrees to, STB representing the Company and the Subsidiaries of the Company from and after the Closing in connection with any such matter related to such representation. In connection with the foregoing, each of the Company, its Subsidiaries, the Sellers and the Seller Representative hereby irrevocably waives and agrees not to assert, and to procure that none of their respective Affiliates asserts, any conflict of interest arising from or in connection with (i) STB’s prior representation of Parent and (ii) STB’s post-Closing representation of Parent, the Company and the Subsidiaries of the Company. The Sellers, the Seller Representative, the Subsidiaries of the Company and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than STB. (b) Each of the parties hereto acknowledges and agrees on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Pre-Closing RepresentationBM”) has acted as counsel to Seller Representative and certain Sellers in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and in the other documents referred to herein and intends to represent the Seller Representative, the Sellers and any manager, director, member, partner, officer, employee or will have a affiliate of the Seller Representative or any Seller from and after the Closing. Accordingly, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby consents and agrees to, BM representing the Seller Representative, the Sellers and any manager, director, member, partner, officer, employee or affiliate of the Seller Representative or any Seller from and after the Closing in connection with any such matter related to such representation. In connection with the foregoing, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby irrevocably waives and agrees not to assert, and to procure that none of their respective Affiliates asserts, any conflict of interest arising from or is otherwise prohibited from representing in connection with (i) BM’s prior representation of the Seller Representative or any Seller, and (ii) BM’s post-Closing representation of the Seller Representative, the Sellers and any manager, director, member, partner, officer, employee or affiliate of the Seller Representative or any Seller. The Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than BM. (c) Each of the parties hereto acknowledges and agrees on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP (“▇▇▇▇▇ ▇▇▇▇”) has acted as counsel to WWH in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and in the other documents referred to herein and intends to represent WWH and Affiliate of WWH from and after the Closing. Accordingly, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby consents and agrees to, ▇▇▇▇▇ ▇▇▇▇ representing WWH and any affiliate of WWH from and after the Closing in connection with any such matter related to such representation. In connection with the foregoing, each of the Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative hereby irrevocably waives and agrees not to assert, and to procure that none of their Affiliatesrespective Affiliates asserts, any conflict of interest arising from or in connection with (i) ▇▇▇▇▇ ▇▇▇▇’▇ prior representation of WWH, and (ii) ▇▇▇▇▇ ▇▇▇▇’▇ post-Closing representation of the WWH and any affiliate of WWH. The Parent, Merger Sub, Company, its Subsidiaries and the Seller Representative each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than ▇▇▇▇▇ ▇▇▇▇. (d) Each of the Company, its Subsidiaries, the Sellers and the Seller Representative further agrees, that all communications in any form or format whatsoever between or among any of STB, Parent and, after the Closing, the Company and its Subsidiaries, or any of their respective directors, officers, employees or other representatives that relate to the respective members, managers, directors transactions contemplated hereby or officers (“Designated Persons”) in any dispute connection with any member of the Purchaser Group or any other matter relating to this Agreementthe process for the acquisition of the Company and its Subsidiaries by Parent, the other Transaction Agreements, the negotiation hereof shall from and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Representation”)be deemed to be retained and owned collectively by Parent, even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent Company and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, thatits Subsidiaries, as to all communications between the Sellers Counsel, on the one handappropriate, and any Designated Person or shall be controlled by such relevant entity. All such communications shall remain privileged after the Company (with respect to Closing and the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence relating thereto shall belong solely to Parent, the Company and its Subsidiaries, as appropriate, and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member such relevant entity. (e) Each of the Purchaser Group. Parent and PurchaserParent, on behalf of themselves Merger Sub, Company, its Subsidiaries and the rest Seller Representative further agrees, that all communications in any form or format whatsoever between or among any of the Purchaser Group, hereby irrevocably waive and agree not to assertBM, any attorney-client privilege Seller or confidentiality obligation with respect the Seller Representative, and, after the Closing, the Seller Representative, the Sellers or any of their respective managers, directors, officers, employees or other representatives that relate to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation transactions contemplated hereby or in connection with any Post-other matter relating to the process for the acquisition of the Company and its Subsidiaries by Parent, shall from and after the Closing Representationbe deemed to be retained and owned collectively by the Seller Representative and the Sellers, as appropriate, and shall be controlled by such relevant Person. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller Representative or the Sellers, as appropriate, and shall be controlled by such relevant Person. Notwithstanding the foregoing, if, after in the Closing, event that a dispute arises between Parent, Purchaser, the Surviving Company or one or more any of its Affiliates, on the one hand, their respective Subsidiaries and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (and unaffiliated with) any Designated Person, including on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicablebehalf of its Subsidiaries) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After BM to such third party; provided, that, neither the Closing, Surviving Company nor any of its Subsidiaries may waive such privilege without the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation prior written consent of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofSeller Representative.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Acquiror hereby waives and agrees not to assert, and Acquiror agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Company Holders’ Agent, any Company Holder, any of their respective Affiliates or any officer, employee or director of the Company Holders’ Agent, any Company Holder, the Company or any Company Subsidiaries (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse to regarding the interests of one negotiation, execution, performance or more members of enforceability hereof or thereof) by Wil▇▇▇ ▇▇▇▇▇▇ ▇▇c▇▇▇▇▇▇ ▇▇▇▇ ▇▇d Dor▇ ▇▇P and any other legal counsel currently representing any Designated Person in connection with this Agreement or Transaction Document (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Acquiror hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Acquiror agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege Surviving Corporation and the expectation each of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree its Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with Acquiror, the foregoing, ifSurviving Corporation or any of their respective Affiliates (including, after the Closing, a dispute arises between Parentthe Company and the Company Subsidiary) (the “Protected Communications”), Purchaserit being the intention of the parties hereto that, notwithstanding anything to the contrary in Section 1.2 or one Section 259 of the DGCL, all rights of any Person under or more of its Affiliateswith respect to such attorney-client privilege, on work product protection or other similar privilege or protection, including the one handright to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and a third party other than (and unaffiliated with) any vested solely in, such Designated Person; provided, on however, the other handforegoing shall not prohibit Acquiror or the Surviving Company from seeking proper discovery of such Protected Communications in connection with any dispute or Proceeding relating to or in connection with this Agreement or any of the transactions contemplated hereby. The attorney-client privilege, then Parentattorney work product protection and expectation of client confidence involving general business matters of the Company (but not, Purchaser or such Affiliate (for the avoidance of doubt, to the extent applicablerelating to any Protected Communications or the negotiation, documentation and consummation of the transactions contemplated by this Agreement) may assert and arising prior to the Closing are for the sole benefit of the Company, and Acquiror shall, from and after the Effective Time, hold and control all such attorney-client privilege to prevent disclosure to such third party privilege, attorney work product protection and expectation of confidential communications by Sellers Counselclient confidence. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company Acquired Companies after the Closing) (collectivelyBuyer and all such other Persons, the “Purchaser Buyer Group”) hereby waives waives, any claim that Sellers Counsel Ropes & ▇▇▇▇ LLP, ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and Kazarek ▇▇▇▇▇▇ Cloud ▇▇▇▇▇▇▇ LLP and any other legal counsel currently representing any Acquired Company (each, a “Prior Company Counsel”) in connection with this Agreement and the other Transaction DocumentsAgreement, the negotiation hereof and thereof and or its subject matter or the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representativeany Seller, Sellers or their Affiliates, the Sellers’ Representative or any of the their respective officers, directors, members, managers, directors managers or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, negotiation thereof or its subject matter or the negotiation hereof and thereof, and the transactions contemplated hereby and therebyContemplated Transactions, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Buyer Group and even though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications between the Sellers any Prior Company Counsel, on the one hand, and any Designated Person or the any Acquired Company (with respect to the CompanyAcquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Sellers’ Representative or applicable Designated PersonsPerson, and shall not pass to or be claimed by any member of the Purchaser Buyer Group. Parent and PurchaserWithout limitation of the foregoing, no member of the Buyer Group may use or rely on any communications described in the immediately preceding sentence in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Buyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its AffiliatesSubsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Prior Company Counsel; provided, that neither Buyer nor any of its Subsidiaries may waive such privilege without the prior written consent of the Sellers’ Representative. Each of Buyer and MergerSub acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 10.04(b). (c) After the Closing, the Company Surviving Corporation and its Subsidiaries will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Company Surviving Corporation to represent it. Any such representation of the Surviving Corporation or its Subsidiaries by Prior Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof. The Designated Persons hereby waive any objection to any such representation described in the preceding sentence other than with respect to the Pre-Closing Representation or in any dispute with any Designated Person or any other matter relating to this Agreement, the negotiation thereof or its subject matter or the Contemplated Transactions.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Closing Date, Purchaser Buyer hereby waives and their respective Affiliates (including agrees not to assert, and ▇▇▇▇▇ agrees to cause the Company after the Closing) (collectivelyto waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”)) of Seller or any Affiliates of Seller (any such Person, even though the interests of one a “Designated Person”) in any matter involving this Agreement or more of the Designated Persons in such dispute any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ PLC, and any other legal counsel representing any Designated Person, in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing Date, ▇▇▇▇▇ hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or ▇▇▇▇▇ agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on solely to the other hand, occurring during extent relating to the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute between Seller on the foregoing, ifone hand and Buyer or any of its Affiliates (including, after the ClosingClosing Date, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated withCompany) any Designated Person, on the other hand, then Parentit being the intention of the parties hereto that all rights of any Person under or with respect to such attorney-client privilege, Purchaser work product protection or other similar privilege or protection, including the right to waive, assert or otherwise control such Affiliate (attorney-client privilege, work product protection or other similar privilege or protection, to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and relating to the extent that Sellers Counsel is expressly engaged Current Representation in writing connection with any Post-Closing Representation, shall be (and are hereby) transferred to or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Closing and subject to the limitation set forth in this Section 8.12(a), Purchaser and their respective Affiliates (including the Company after the Closing) (collectively, the “Purchaser Group”) Parent hereby waives and agrees not to assert, and Parent agrees to cause the Surviving Corporation and each of its subsidiaries to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Securityholder Representative, any Escrow Participant, any of their respective affiliates or any officer, employee or director of the Securityholder Representative, any Escrow Participant, the Company or any of its subsidiaries (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may regarding the negotiation, execution, 105132706 v11 performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). Nothwithstanding the foregoing, in the event ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP or any other legal counsel currently representing any Designated Person is representing Parent or any of its Affiliates (other than the Company or any of its subsidiaries) at the time such Post-Closing Representation arises, the foregoing waiver with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP or such other legal counsel, as applicable, shall be directly adverse subject to the interests prior written consent of one Parent (not to be unreasonably withheld, conditioned or more members of the Purchaser Groupdelayed). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Parent hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Parent agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege Surviving Corporation and the expectation each of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree its subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated PersonPerson solely regarding the negotiation, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one handexecution, and a delivery of this Agreement (the “Specified Privileged Information”) in any dispute between the parties pursuant to this Agreement (but may control and assert such privileges and protections in any third party other than claim), it being the intention of the parties hereto that, notwithstanding anything to the contrary in Section 1.3 or Section 259 of the DGCL, solely in the case of in any dispute between the parties pursuant to this Agreement the right to waive, assert and otherwise control such Specified Privileged Information shall be (and unaffiliated withare hereby) any transferred to or retained by (as applicable), and vested solely in, such Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives any claim that Sellers Counsel in connection with this Agreement and agrees not to assert, and the other Transaction DocumentsBuyer agrees to cause the Surviving Corporation and each of its Subsidiaries to waive and not to assert, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a any conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Company Equityholder Representative, any Company Equityholder, any of their respective Affiliates or any officer, employee or director of the Company Equityholder Representative, any Company Equityholder, the Company or any of its Subsidiaries (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, the Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or the Company (with respect Buyer agrees to cause the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege Surviving Corporation and the expectation each of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree its Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with the foregoingBuyer, ifthe Surviving Corporation or any of their respective Affiliates (including, after the Closing, a dispute arises between Parent, Purchaser, or one or more the Company and each of its AffiliatesSubsidiaries), on it being the one handintention of the parties hereto that, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (notwithstanding anything to the extent applicable) may assert contrary in Section 1.3 or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and its Affiliates (which, for this purpose, shall be deemed after the Closing to include the Company) hereby (i) acknowledges that the Sellers and the Company and their respective Affiliates retained ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) to act as their counsel in connection with the Transactions; (ii) agrees that, in the event that any matter or dispute arises between Buyer or any of its Affiliates (including the Company including, after the Closing) (collectively, the “Purchaser Group”Company) hereby and the Sellers or any of their respective Affiliates, Prior Company Counsel shall be allowed to represent the Sellers or such Affiliates in such matters or disputes, notwithstanding any current or prior representation of the Company and the Sellers by Prior Company Counsel; (iii) waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction DocumentsBuyer, the negotiation hereof and thereof and the consummation Company, or any of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) their Affiliates has or will may have that Prior Company Counsel has a conflict of interest or is otherwise prohibited from representing Representativeengaging in such representation; and (iv) agrees that, Sellers or their Affiliatesif a dispute arises after the Closing between Buyer, the Company or any of the their respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers CounselAffiliates, on the one hand, and any Designated Person Seller on the other hand, then Prior Company Counsel may represent such Seller in such dispute, even though the interests of such Seller may be directly adverse to Buyer or the Company and even though Prior Company Counsel may have represented the Company in matters substantially related to such dispute or may be handling ongoing matters for the Company. (with respect to b) All communications between any Seller or the Company, solely prior to on the Closing)one hand, and Prior Company Counsel, on the other hand, that relate in any way occurring prior to the Pre-Closing Representationand relating solely to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions that are subject to the attorney-client privilege (“Privileged Communications”) shall be deemed to be attorney-client privileged. After the Closing, each Seller shall retain, own, and control (in his sole and absolute discretion) all Privileged Communications, and the attorney-client privilege, the expectation of client confidence belong and all other rights to any evidentiary privilege belongs to such Seller and shall may be controlled by the applicable Designated Persons, such Seller and shall not pass to or be claimed or disputed by Buyer or the Company or any member of their Affiliates; provided, however, that nothing herein is intended or shall be construed to constitute an agreement by the Sellers or the Company to waive any privilege of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation Company with respect to any information or communication that does not relate to any dispute under or relating to the Transactions (it being understood that any privilege of the Company that attaches with respect to such other matters will be controlled solely by the Company after the Closing). (c) If a dispute arises after the Closing between Prior or the Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, a Seller on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicable) Company may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers involving Prior Company Counsel; provided, however, that to the extent such privilege relates in any way to the Transactions, the Company may not waive such privilege without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. (cd) After Buyer and the Company shall not have access to any Privileged Communications of Prior Company Counsel relating to its engagement in connection with the Transactions from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Buyer or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Buyer or the Company will each cease shall be a holder thereof; (ii) to the extent that any Privileged Communications of Prior Company Counsel in respect of such engagement constitute property of the client, only the Sellers (and not Buyer or the Company) shall hold such property rights; and (iii) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications to Buyer or the Company by reason of any attorney-client relationship with Sellers Counsel, unless between Prior Company Counsel and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation or otherwise. (e) Buyer acknowledges on behalf of the Company by Sellers Counsel itself and its Affiliates (which, for this purpose, shall be deemed after the Closing will to include the Company) that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions, and other provisions of this Section 9.13, including the opportunity to consult with independent counsel of its choice. The covenants, consent and waiver contained in this Section 9.13 shall not affect the foregoing provisions hereofbe deemed exclusive of any other rights to which Prior Company Counsel is entitled whether pursuant to Law, Contract or otherwise.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company after Acquired Companies following the Closing) (collectivelyBuyer and all such other Persons, the “Purchaser GroupBuyer Related Parties”) hereby waives waives, any claim that Sellers Counsel ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Nob Hill Law Group, P.C. or any other legal counsel representing any of the Acquired Companies prior to the Closing (each, a “Prior Company Counsel”) in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of or its subject matter or the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representativeany Stockholder, Sellers or their Affiliates, the Stockholders’ Representative or any of the their respective officers, directors, members, managers, directors managers or officers Affiliates (“Designated PersonsStockholder Related Parties”) in any dispute with any member of the Purchaser Group Buyer Related Parties or any other matter relating to involving this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and Agreement or its subject matter or the transactions contemplated hereby and therebyhereby, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons Stockholder Related Parties in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent Buyer Related Parties and Purchasereven though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. Buyer, on behalf of themselves and rest of the Purchaser GroupBuyer Related Parties, hereby covenant covenants and agreeagrees, that, as to all communications between the Sellers any Prior Company Counsel, on the one hand, and any Designated Person Stockholder Related Parties or the any Acquired Company (with respect to the CompanyAcquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be owned solely by and controlled by such Stockholder Related Party (and, in the applicable Designated Personscase of the Acquired Companies with respect to any matters and disputes adverse to, prior to the Closing, the Stockholders’ Representative), and shall not pass to or be claimed by any member Buyer Related Parties. This Section 11.04 shall survive the Closing and shall remain in effect. Without limitation of the Purchaser Group. Parent and Purchaserforegoing, no Buyer Related Parties may use or rely on behalf of themselves and any communications described in the rest immediately preceding sentence in any claim, dispute, action, suit or proceeding against or involving any of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing RepresentationStockholder Related Parties. Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliatesthe Acquired Companies, on the one hand, and a third party other than (and unaffiliated with) any Designated PersonStockholder Related Party, on the other hand, then Parent, Purchaser or such Affiliate the Company (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Prior Company Counsel. (c) After ; provided, however, that neither Buyer nor any Acquired Company may intentionally waive such privilege without the Closingprior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Further, no Stockholder Related Party may intentionally waive the privilege applicable to any confidential communications between an Acquired Company will and Prior Company Counsel without the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. This Section 11.04 is for the benefit of the Stockholders’ Representative and the Stockholder Related Parties and each cease to have any attorney-client relationship with Sellers Prior Company Counsel, unless and to the extent that Sellers Stockholder Related Parties and each Prior Company Counsel is expressly engaged in writing by are express third party beneficiaries of this Section 11.04. This Section 11.04 shall be irrevocable, and no term of this Section 11.04 may be amended, waived or modified, without the Company to represent it. Any such representation prior written consent of the Stockholders’ Representative and the Prior Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofaffected thereby.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentParent and Merger Sub waive and shall not assert, Purchaser and their each agrees to cause the Company and its respective Affiliates (including the Company after the Closing) (collectivelyand representatives to waive and to not assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caserepresentation, after the Closing Date (the “Post-Closing Representation”), even though the interests of one or more of the Representative, any Company Stockholder, or any of their Affiliates (excluding, after Closing, the Company), or any officer, employee, manager or director of the Company (any such Person, a “Designated Persons Person”) in such dispute any matter involving Parent, Merger Sub or their Affiliates (after Closing, including the Company), or this Agreement or any other Related Agreement or the Transactions (including any litigation, arbitration, mediation or other matter may be directly adverse to proceeding), by the interests of one or more members of Firm (the Purchaser Group“Current Counsel”), which firm is representing the Company in connection with this Agreement, the Related Agreements and the Transactions (the “Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, Merger Sub waive and shall not pass assert, and after Closing each agrees to or be claimed by any member of cause the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably Company to waive and agree to not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, Current Counsel and any Designated Person, on Person occurring with respect to the other hand, occurring during Current Representation (the Pre-Closing Representation “Privileged Communication”) in connection with any Post-Closing Representation, including in connection with a dispute with Parent, Merger Sub or their Affiliates (after Closing, including the Company), it being the intention of the Parties hereto that all such rights to such attorney-client privilege and confidential information and to control such attorney-client privilege and such confidential information shall be retained by such Designated Person (and not the Parent or the Company) and shall not pass to or be claimed by the Parent or the Company. Accordingly, after Closing, Parent and its Affiliates (including the Company) shall not have access to any such communications or to the files of the Current Counsel relating to the Current Representation from and after Closing. Without limiting the generality of the foregoing, from and after Closing, (i) the Designated Persons shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and the Company shall not be a holder thereof, (ii) to the extent that files of the Current Counsel in respect of the Current Representation constitute property of the client, only the Designated Persons shall hold such property rights and (iii) the Current Counsel shall, subject to Section 9.16(c), have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between the Current Counsel and the Company or otherwise. (c) Notwithstanding the foregoing, if, after in the Closing, event a dispute arises between Parent, Purchaser, or one or more of its Affiliatesthe Parent and the Company, on the one hand, and a third party (other than (and unaffiliated with) a Designated Person or any Designated Personof their respective Affiliates), on the other hand, then Parentafter the Closing to which a Designated Person or any of their respective Affiliates are not a party, Purchaser Parent or such Affiliate (to the extent applicable) Company, as the case may be, may assert the attorney-client or work product privilege to prevent disclosure of confidential communications by the Current Counsel to such third party and (ii) waive such attorney-client or work product privilege; provided that no such waiver shall be given without the Representative’s consent. In the event that the Parent or any of confidential communications its Affiliates (including the Company after Closing) is legally required by Sellers Counsel. Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (cx) After permitted by applicable Law, and (y) advisable in the Closingopinion of Parent’s counsel, then Parent shall immediately notify the Representative in writing so that the Representative can seek a protective order. Parent, Merger Sub, the Company will and the Representative have caused this Agreement to be executed by their respective officers thereunto duly authorized, and the Representative has executed this Agreement, in each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation case as of the Company date first written above. CELULARITY INC. By: /s/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President, CEO and Cha CC SUBSIDIARY, INC. By: /s/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President, Secretary and Treasurer CARICORD INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as the Representative This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated September 30, 2018 (this “Amendment”), is by Sellers Counsel after and among Celularity Inc., a Delaware corporation, (“Parent”), CariCord Inc., a Delaware corporation, (the Closing will not affect “Company”), CC Subsidiary, Inc., a Delaware corporation (“Merger Sub”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as the foregoing provisions hereofRepresentative.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentEffective as of the Closing, Purchaser Buyer hereby waives and their respective agrees not to assert, and ▇▇▇▇▇ agrees to cause each of its controlled Affiliates (including the Company after the ClosingCompany) (collectivelyto waive and not to assert, the “Purchaser Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”)) of Seller, even though the interests any of one its Affiliates or more any director, manager, officer or employee of the Seller or any of its Affiliates (any such person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any other Transaction Document or any transaction contemplated hereby or thereby (including any Action, litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse to regarding the interests of one negotiation, execution, performance or more members of enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Buyer hereby covenant agrees not to control or assert, and agree▇▇▇▇▇ agrees to cause the Company not to control or assert, thatany attorney-client privilege, as work product protection or other similar privilege or protection applicable to all communications any communication between the Sellers Counsel, on the one hand, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any Designated Person or the Company (with respect or any director, manager, officer or employee of the Company (but only to the Company, solely extent such communication occurred prior to the Closing), on the other hand, that relate in any way ) to the Pre-Closing Representationextent relating to the Current Representation (“Covered Communication”), it being the intention of the Parties that all rights of any person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any otherwise control such attorney-client privilege, work product protection or other similar privilege or confidentiality obligation protection, shall be (and are hereby) transferred to Seller or retained by such Designated Person (as applicable), and vested solely in, Seller or such Designated Person (as applicable). No access following the Closing by Buyer or any of its Affiliates (including the Company) to any Covered Communication shall waive or otherwise alter the rights of Seller or any Designated Person with respect to any communication between Prior Covered Communication. Neither Buyer nor the Company Counsel, on the one handshall, and each shall cause its Affiliates not to, use any Designated Person, on Covered Communication or the other hand, occurring during the Pre-Closing Representation contents of any Covered Communication in connection any dispute with Seller or any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, or one or more of its AffiliatesAffiliates in any matter involving this Agreement or any Transaction Document or any transaction contemplated hereby or thereby (including any litigation, on arbitration, mediation or other proceeding and including any matter regarding the one handnegotiation, and a third party other than (and unaffiliated with) any Designated Personexecution, on the other handperformance or enforceability hereof or thereof), then Parent, Purchaser or such Affiliate (except to the extent applicable) may assert the attorney-client privilege a court of competent jurisdiction has issued an order in any such dispute requiring that such Covered Communications be provided to prevent disclosure to such third party of confidential communications by Sellers Counsel. (c) After the ClosingBuyer, the Company will each cease or any of their respective Affiliates, or access to have any attorney-client relationship with Sellers Counselsuch Covered Communication has otherwise been granted to Buyer, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company or any of their respective Affiliates pursuant to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofapplicable civil process or discovery rules.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives and agrees not to assert, and Buyer agrees to cause the Surviving Corporation to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests ) of one or more any stockholder of the Company or any officer, employee or director thereof (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse regarding the negotiation, execution, performance or enforceability hereof or thereof) by W▇▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇▇▇▇ ▇▇▇▇ and D▇▇▇ LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the interests of one negotiation, execution or more members of performance hereof or thereof) (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or Buyer agrees to cause the Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Surviving Corporation not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, occurring Person during the Pre-Closing Current Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, including in connection with a dispute arises between Parentwith the Buyer or the Surviving Corporation, Purchaserit being the intention of the parties hereto that, or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (notwithstanding anything to the extent applicable) may assert contrary in this Agreement or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to the extent that Sellers Counsel is expressly engaged in writing or retained by the Company to represent it. Any (as applicable), and vested solely in, such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereofDesignated Person.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer waives and will not assert, Purchaser and agrees to cause its Affiliates, including, following the Closing, the Acquired Entities and their respective Affiliates (including the Company after the Closing) (collectivelySubsidiaries, the “Purchaser Group”) hereby waives to waive and not assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any arising out of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each caselegal representation, after the Closing Date (the “Post-Closing Representation”), even though of any Seller or any of its Affiliates, or any shareholder, officer, employee or director of any Seller or any of its Affiliates (any such Person, a “Designated Person”) in any dispute with Buyer or its Affiliates involving this Agreement, the interests of one Ancillary Agreements or more of any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing such Designated Person in connection with this Agreement, the Designated Persons in Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (any such dispute or other matter may be directly adverse representation with respect to the interests foregoing scope of one or more members of matters, the Purchaser Group“Current Representation”). (b) Parent Buyer waives and Purchaser, on behalf of themselves and rest of the Purchaser Group, hereby covenant and agree, that, as to all communications between the Sellers Counsel, on the one handwill not assert, and any Designated Person or the Company (with respect agrees to the Companycause its Affiliates, solely prior to including, following the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege Acquired Entities and the expectation of client confidence belong their Subsidiaries, to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, any legal counsel and any Designated Person, on the other hand, Person occurring during the Pre-Closing Current Representation (the “Privileged Communications”) or in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or its Affiliates (including, following the Closing, any Acquired Entity or any of its Subsidiaries), including in respect of any claim for indemnification by a Buyer Indemnified Party, it being the intention of the parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellers or their respective Affiliate and that Sellers shall have the sole right to decide whether or not to waive any such attorney-client privilege. Accordingly, from and after Closing, none of Buyer or its Affiliates, including the Acquired Entities and their Subsidiaries, shall have any access to any such communications or to the files of the Current Representation, all of which shall be and remain the property of Sellers or their Affiliate or to internal counsel relating to such engagement. Notwithstanding the foregoing, if, after in the Closing, event that (x) a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, including, following the Closing, the Acquired Entities and their Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Designated PersonSellers or their Affiliates, on the other hand, then ParentBuyer or its Affiliates, Purchaser including, following the Closing, or such Affiliate (y) to the extent applicable) may assert that any such attorney-client privilege or Privileged Communication is required to be waived or otherwise required to be similarly released by any Governmental Entity, the Acquired Entities and their Subsidiaries shall control the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Counseland the Privileged Communications. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer and each Company hereby waives any claim that Sellers Counsel in connection with this Agreement and agrees not to assert, and the other Transaction DocumentsBuyer agrees to cause each Company to waive and not to assert, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a any conflict of interest arising out of or is otherwise prohibited from representing Representative, Sellers or their Affiliates, or any of the respective members, managers, directors or officers (“Designated Persons”) in any dispute with any member of the Purchaser Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, any representation after the Closing Date (any “Post-Closing Representation”), even though the interests of one or more ) of the Seller, any of its post-Closing Affiliates, or any director, manager, officer or employee of the Seller, any of its post-Closing Affiliates or Mechner (any such Person, a “Designated Persons Person”) in such dispute any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter may be directly adverse to regarding the interests of one negotiation, execution, performance or more members of enforceability hereof or thereof) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (the Purchaser Group“Current Representation”). (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, the Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or the Buyer agrees to cause each Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree not to control or assert, any attorney-client privilege, work product protection or other similar privilege or confidentiality obligation with respect protection applicable to any communication between Prior Company Counsel, on the one hand, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and any Designated Person, on Person or a Company prior to the other hand, occurring during Closing relating to the Pre-Closing Representation transactions contemplated by this Agreement (including the negotiation or execution hereof) (a “Covered Communication”) in connection with any Post-Closing Representation. Notwithstanding , including in connection with a dispute with the foregoing, if, after the ClosingBuyer, a dispute arises between Parent, Purchaser, Company or one or more any of its their respective Affiliates, on it being the one hand, and a third party other than (and unaffiliated with) intention of the Parties that all rights of any Designated Person, on the other hand, then Parent, Purchaser Person under or with respect to such Affiliate (to the extent applicable) may assert the attorney-client privilege, work product protection or other similar privilege or protection, including the right to prevent disclosure to waive, assert and otherwise control such third party of confidential communications by Sellers Counsel. (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counselprivilege, unless work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person or the extent that Sellers Counsel is expressly engaged Seller (in writing the case of rights of any Person other than a Designated Person). No access following the Closing by the Buyer or any Company to represent it. Any such representation any Covered Communication shall waive or otherwise alter the rights of any Designated Person with respect to any Covered Communication and neither the Buyer nor a Company by Sellers Counsel after shall, and each shall cause its Affiliates not to, use any Covered Communication or the Closing will not affect contents of any Covered Communication in any dispute with any Designated Person in any matter relating to this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the foregoing provisions hereofnegotiation, execution, performance or enforceability hereof or thereof).

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company and its Subsidiaries after the Closing) (collectivelyBuyer and all such Affiliates, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP (“Pre-Closing RepresentationPrior Company Counsel”) has or will have a conflict of interest under applicable Law or is otherwise prohibited from applicable ethical standards governing attorney conduct by representing Representative, Sellers or their Affiliates, the Seller Group or any of the their respective officers, directors, members, managers, directors owners, trustees, or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and thereof or its subject matter or the transactions contemplated hereby and therebyby this Agreement, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests ) solely as a result of one or more Prior Company Counsel’s representation of the Designated Persons Company in such dispute connection with this Agreement, the negotiation thereof or other its subject matter may be directly adverse or the transactions contemplated by this Agreement (“Pre-Closing Representation”) (it being understood and agreed that the foregoing shall not apply if and to the interests of one or more members extent (i) Prior Company Counsel is then representing any member of the Purchaser Buyer Group, and (ii) such representation of the Buyer Group would require Prior Company Counsel to either refrain from representing the applicable Seller Group member or obtain the informed consent of the applicable Seller Group member and any member of the Buyer Group, as applicable, under applicable Law or applicable ethical standards governing attorney conduct). (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications prior to the Closing between the Sellers Prior Company Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing)or its Subsidiaries, on the other hand, that are subject to attorney-client privilege as of immediately prior to the Closing and relate in any way to (and solely to the extent related to) the Pre-Closing RepresentationRepresentation (the “Pre-Closing Company Communications”), the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any no member of the Purchaser GroupBuyer Group may use any such Pre-Closing Company Communications in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Parent and PurchaserBuyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, assert any attorney-client privilege or attorney-client confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation Company Communications in connection with any Post-Closing Representation (it being understood and agreed that any attorney-client privilege and attorney-client confidentiality obligation with respect to such Pre-Closing Company Communications will be retained and controlled by the applicable Seller or other Designated Person solely for purposes of any such Post-Closing Representation). Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers CounselPrior Company Counsel (including any Pre-Closing Company Communications); provided, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Seller. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 10.16. (c) After As of the Closing, the Company and its Subsidiaries will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Company or its Subsidiaries to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Parent, Purchaser and their respective Affiliates (including the Company after Effective as of the Closing) (collectively, the “Purchaser Group”) Buyer hereby waives and agrees not to assert, and ▇▇▇▇▇ agrees to cause each Company Entity to waive and not to assert, any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby (“Pre-Closing Representation”) has or will have a conflict of interest arising out of or is otherwise prohibited from representing Representativerelating to any representation after the Closing of Res-Care, Sellers any of its Affiliates or their Affiliatesany officer, employee or director of Res-Care or any of the respective memberstheir Affiliates (any such Person, managers, directors or officers (a “Designated PersonsPerson”) in any dispute with any member matter involving the process of selling the Purchaser Group Company Entities or any other matter the Purchased Assets, including arising out of or relating to this AgreementAgreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any Transaction or a transaction contemplated pursuant to another Transaction Document (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by ▇▇▇▇▇▇▇▇▇▇ PC, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or Vice ▇▇▇ & ▇▇▇▇▇▇▇▇ PLLC in connection with the Transactions or any agreement, certificate, instrument or other document executed or delivered pursuant to the Transaction Documents or any Transaction or other transaction contemplated thereby (including the consideration, pursuit, negotiation, execution or performance hereof or thereof) (such legal counsel, the other Transaction Agreements“Current Counsel,” and such representation, the negotiation hereof and thereof, and the transactions contemplated hereby and thereby, in each case, after the Closing Date (“Post-Closing Current Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Group. (b) Parent and Purchaser, on behalf of themselves and rest Effective as of the Purchaser GroupClosing, Buyer hereby covenant and agree, that, as agrees not to all communications between the Sellers Counsel, on the one handcontrol or assert, and any Designated Person or the ▇▇▇▇▇ agrees to cause each Company (with respect to the Company, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any member of the Purchaser Group. Parent and Purchaser, on behalf of themselves and the rest of the Purchaser Group, hereby irrevocably waive and agree Entity not to control or assert, any attorney-client privilege, work product protection or other similar legal privilege or confidentiality obligation protection applicable to any privileged communication between any Current Counsel and any Designated Person arising from or relating to the Current Representation (the “Privileged Communications”), including in connection with a dispute with Buyer or any of its Affiliates (including, after the Closing Date, the Company Entities), it being the intention of the Parties that all rights of any Person under or with respect to any communication between Prior Company Counselsuch attorney-client privilege, on work product protection or other similar privilege or protection, including the one handright to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar legal privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and any vested solely in, such Designated Person. Current Counsel shall have no duty whatsoever to reveal or disclose any Privileged Communications to Buyer or any of its Affiliates (including, on after the other handClosing Date, occurring during the PreCompany Entities) by reason of any attorney-Closing Representation in connection client relationship between Current Counsel to Res-Care, Sellers or their Affiliates and the Company Entities or otherwise. Further, Buyer, together with any Postof its Affiliates (including the Company Entities), successors, or assigns, hereby agrees that it may not publicly use the Privileged Communications after the Closing Date in any action or claim on or after the Closing Date against or involving any Seller Party or their Affiliates. Each Party hereto will reasonably cooperate to ensure that any privilege or protection relating to the Current Representation will survive the Closing, remain in effect, and be assigned to and controlled by Res-Closing RepresentationCare. Notwithstanding the foregoing, if(i) the provisions set forth in this Section 9.14 shall not apply to the extent any applicable privilege has been waived or determined to be inapplicable by a court of competent jurisdiction, and (ii) in the event a dispute arises between Buyer or any of the Company Entities and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, a dispute arises between Parent, Purchaser, or one or more Buyer (including on behalf of its Affiliates, on any of the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser or such Affiliate (to the extent applicableCompany Entities) may assert the attorney-client privilege to prevent disclosure of attorney-client or work product protected communications by Current Counsel to such third party (provided, however, that neither Buyer nor any Company Entity may waive such privilege without the prior written consent of confidential communications by Sellers CounselRes-Care). (c) After the Closing, the Company will each cease to have any attorney-client relationship with Sellers Counsel, unless and to the extent that Sellers Counsel is expressly engaged in writing by the Company to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company Acquired Companies after the Closing) (collectivelyBuyer and all such Affiliates, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel ▇▇▇▇▇▇▇▇, Wall & ▇▇▇▇▇▇, P.C. and any other legal counsel currently representing the Seller Group or the Acquired Companies (each, a “Prior Company Counsel”) in connection with this Agreement and the other Transaction DocumentsAgreement, the negotiation hereof and thereof and or its subject matter or the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, the Seller Group or any of the their respective officers, directors, members, managers, directors owners, trustees, or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, negotiation thereof or its subject matter or the negotiation hereof and thereof, and the transactions contemplated hereby and therebyContemplated Transactions, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Buyer Group and even though Prior Company Counsel may have represented the Acquired Companies in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications between the Sellers any Prior Company Counsel, on the one hand, and any Designated Person or the Company Acquired Companies (with respect to the CompanyAcquired Companies, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing RepresentationRepresentation (the “Pre-Closing Communications”), the attorney-client privilege and the expectation of client confidence belong to and shall will be controlled by the Sellers or applicable Designated PersonsPerson, and shall will not pass to or be claimed by any member of the Purchaser Buyer Group. Parent and PurchaserWithout limitation of the foregoing, no member of the Buyer Group may use or rely on any Pre-Closing Communications, in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. ▇▇▇▇▇, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, assert any attorney-client privilege or confidentiality obligation with respect to any communication Pre-Closing Communications between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers CounselPrior Company Counsel (including any Pre-Closing Communications); provided, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Representative. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 12.18. (c) After the Closing, the Company Acquired Companies will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the an Acquired Company to represent it. Any such representation of the an Acquired Company by Sellers Prior Company Counsel after the Closing will not affect the foregoing provisions hereof. (d) From and after the Closing, neither the Seller Group nor Prior Company Counsel shall have any duty to reveal or disclose to the Buyer, the Acquired Companies or any of their respective Affiliates (and the Buyer, the Acquired Companies, and their respective Affiliates will not have any right to access or review) the Pre-Closing Communications by reason of any attorney-client relationship between Prior Company Counsel and the Acquired Companies; provided, that in the event that Buyer or any of its Affiliates (including, after the Closing, the any Acquired Company) is legally required to produce any such information, Buyer shall, to the extent legally permitted, promptly notify the Representative so that the Representative (on behalf of the Sellers) can seek a protective order or take other appropriate action (at the Representative’s sole expense) and Buyer shall, and shall cause the Buyer Group to, use all commercially reasonable efforts to assist therewith, and may disclose such information to the extent so required. To the extent that files of the Sellers or Prior Company Counsel in respect of its representation of the Seller Group or of the Acquired Companies in connection with the Pre-Closing Representation relating to the Pre-Closing Communications constitute property of the Acquired Companies, all property rights thereto are hereby assigned and transferred to Sellers effective as of the Closing. The Sellers and the NewCos acknowledge and agree that, except as otherwise set forth above relating to the Pre-Closing Communications, all other confidential and privileged information relating to the Business and any of the Acquired Companies belong to the Acquired Companies and, following the Closing, Buyer shall have full rights with respect thereto.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company and the Subsidiaries after the Closing) (collectivelyBuyer and all such other Persons, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel M▇▇▇ L▇▇▇▇ ▇▇▇▇▇▇▇ Must O’▇▇▇▇▇ LLC and any other legal counsel currently representing the Company or any Subsidiary (each, a “Prior Company Counsel”) in connection with this Agreement and the other Transaction DocumentsAgreement, the negotiation hereof and thereof and or its subject matter or the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (“Pre-Closing Representation”) has or will have a conflict of interest or is otherwise prohibited from representing Representative, Sellers or their Affiliates, the Shareholders or any of the respective their officers, directors, members, managers, directors managers or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, negotiation thereof or its subject matter or the negotiation hereof and thereof, and the transactions contemplated hereby and therebyContemplated Transactions, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Designated Persons in such dispute or other matter may be directly adverse to the interests of one or more members of the Purchaser Buyer Group and even though Prior Company Counsel may have represented the Company or one or more of the Subsidiaries in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more members of the Buyer Group. (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications between the Sellers any Prior Company Counsel, on the one hand, and any Designated Person or Person, the Company or any Subsidiary (with respect to the CompanyCompany or any Subsidiary, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Shareholders or the applicable Designated PersonsPerson, and shall not pass to or be claimed by any member of the Purchaser Buyer Group. Parent and PurchaserNonetheless, no member of the Buyer Group may use or rely on any communication described in the immediately preceding sentence in any Claim against or involving any of the Designated Persons. Buyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, any attorney-client privilege or confidentiality obligation with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation in connection with any Post-Closing Representation. Notwithstanding the foregoing, if, after the Closing, a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers Prior Company Counsel; provided, however, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Shareholders’ Representative. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 12.16(b). (c) After the Closing, the Company and the Subsidiaries will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Company or any Subsidiary to represent it. Any such representation of the Company or the Subsidiaries by Sellers Prior Company Counsel after the Closing will not affect the foregoing provisions hereof.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) ParentBuyer, Purchaser on behalf of itself and their respective its Affiliates (including the Company and its Subsidiaries after the Closing) (collectivelyBuyer and all such Affiliates, the “Purchaser Buyer Group”) hereby waives any claim that Sellers Counsel in connection with this Agreement and the other Transaction Documents▇▇▇▇, the negotiation hereof and thereof and the consummation of the transactions contemplated hereby and thereby ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Pre-Closing RepresentationPrior Company Counsel”) has or will have a conflict of interest under applicable Law or is otherwise prohibited from applicable ethical standards governing attorney conduct by representing Representative, Sellers or their Affiliates, the Seller Group or any of the their respective officers, directors, members, managers, directors owners, trustees, or officers Affiliates (“Designated Persons”) in any dispute with any member of the Purchaser Buyer Group or any other matter relating to this Agreement, the other Transaction Agreements, the negotiation hereof and thereof, and thereof or its subject matter or the transactions contemplated hereby and therebyby this Agreement, in each case, after the Closing Date (“Post-Closing Representation”), even though the interests ) solely as a result of one or more Prior Company Counsel’s representation of the Designated Persons Company in such dispute connection with this Agreement, the negotiation thereof or other its subject matter may be directly adverse or the transactions contemplated by this Agreement (“Pre-Closing Representation”) (it being understood and agreed that the foregoing shall not apply if and to the interests of one or more members extent (i) Prior Company Counsel is then representing any member of the Purchaser Buyer Group, and (ii) such representation of the Buyer Group would require Prior Company Counsel to either refrain from representing the applicable Seller Group member or obtain the informed consent of the applicable Seller Group member and any member of the Buyer Group, as applicable, under applicable Law or applicable ethical standards governing attorney conduct). (b) Parent and PurchaserBuyer, on behalf of themselves and rest of the Purchaser Buyer Group, hereby covenant covenants and agreeagrees, that, as to all communications prior to the Closing between the Sellers Prior Company Counsel, on the one hand, and any Designated Person or the Company (with respect to the Company, solely prior to the Closing)or its Subsidiaries, on the other hand, that are subject to attorney-client privilege as of immediately prior to the Closing and relate in any way to (and solely to the extent related to) the Pre-Closing RepresentationRepresentation (the “Pre-Closing Company Communications”), the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the applicable Designated Persons, and shall not pass to or be claimed by any no member of the Purchaser GroupBuyer Group may use any such Pre-Closing Company Communications in any claim, dispute, action, suit or proceeding against or involving any of the Designated Persons. Parent and PurchaserBuyer, on behalf of themselves and the rest of the Purchaser Buyer Group, hereby irrevocably waive waives and agree agrees not to assert, assert any attorney-client privilege or attorney-client confidentiality obligation with respect to any communication between Prior Company Counsel, on the one hand, and any Designated Person, on the other hand, occurring during the Pre-Closing Representation Company Communications in connection with any Post-Closing Representation (it being understood and agreed that any attorney-client privilege and attorney-client confidentiality obligation with respect to such Pre-Closing Company Communications will be retained and controlled by the applicable Seller or other Designated Person solely for purposes of any such Post-Closing Representation). Notwithstanding the foregoing, if, if after the Closing, Closing a dispute arises between Parent, Purchaser, Buyer or one or more of its Affiliates, on the one hand, and a third party other than (and unaffiliated with) any Designated Person, on the other hand, then Parent, Purchaser Buyer or such Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sellers CounselPrior Company Counsel (including any Pre-Closing Company Communications); provided, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Seller Representative. Buyer acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its decision to agree to the terms of this Section 10.17. (c) After As of the Closing, the Company and its Subsidiaries will each cease to have any attorney-client relationship with Sellers the Prior Company Counsel, unless and to the extent that Sellers such Prior Company Counsel is expressly engaged in writing by the Company or its Subsidiaries to represent it. Any such representation of the Company by Sellers Counsel after the Closing will not affect the foregoing provisions hereof.