Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. It is acknowledged by each of the Parties that each of the Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13.

Waiver of Conflicts. It is acknowledged by each of the Parties Recognizing that each of Proskauer and Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP (each, “Seller’s Counsel”) has acted as legal counsel to the Seller Bank Company, its Subsidiaries, the Stockholders’ Representative, certain of the direct and indirect holders of shares of Common Stock and certain of their respective Affiliates of prior to the Significant Shareholders have retained Skadden date hereof, and that Seller’s Counsel intends to act as legal counsel to the Stockholders’ Representative, certain of the direct and indirect holders of shares of Common Stock and their respective Affiliates (which will no longer include the Company and its counsel Subsidiaries) after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Seller’s Counsel representing the transactions contemplated hereby and that Skadden has not acted as counsel for Stockholders’ Representative, any other Party in connection with the transactions contemplated hereby and that none direct or indirect holders of the other Parties has the status shares of a client of Skadden for conflict of interest Common Stock or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises their respective Affiliates after the Closing between as such representation may relate to Parent, Merger Sub, the Company, the Surviving Bank or any of their respective Corporation and its Subsidiaries or Affiliatesthe Transactions. In addition, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the involving attorney-client privilege confidences between the Stockholders’ Representative, direct and the expectation indirect holders of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parentshares of Common Stock, the Surviving Bank or any of their respective Company and its Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates)Seller’s Counsel, on the other hand, after relating to the Closingnegotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to the Stockholders’ Representative, the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Company, the Surviving Bank may assert Corporation or their respective Subsidiaries). Accordingly, the Surviving Corporation and its Subsidiaries shall not have access to any such communications or to the files of Seller’s Counsel relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the Stockholders’ Representative, the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege to prevent disclosure of confidential communications by Skadden with respect to such third party. Skadden engagement, and none of the Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Seller’s Counsel in respect of such engagement constitute property of the client, only the Stockholders’ Representative, the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or any of its Subsidiaries by reason of any attorney-client relationship between Seller’s Counsel and the Company or any of its Subsidiaries or otherwise. Notwithstanding the foregoing, none of the Surviving Corporation or any of its Subsidiaries is waiving any attorney-client privilege (including relating to the negotiation, documentation and consummation of the Transactions) in connection with any third party beneficiary for purposes of this Section 9.13Litigation.

Waiver of Conflicts. It is acknowledged by each of a. The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Parties that each of Closing, Loeb & Loeb LLP may serve as counsel to the Seller Bank Company Equity Holders and certain their Affiliates of the Significant Shareholders have retained Skadden to act as its counsel in connection with any matters related to this Agreement and the transactions contemplated hereby and that Skadden has not acted as counsel for Transactions, including any other Party in connection with litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and that none Transactions notwithstanding any representation by Loeb & Loeb LLP prior to the Closing Date of the other Company. The Parties hereby (i) waive any claim they have or may have that Loeb & Loeb LLP has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that any a dispute arises either before or after the Closing between Parent, Parent (or the Surviving Bank Pubco), Thunder Bridge II, Merger Subs or any of their respective Subsidiaries the Company (or Affiliatesthe Surviving Company), on the one hand, and any of the Significant Shareholders Company Equity Holders or any of their respective Affiliates, on the other hand, Skadden Loeb & Loeb LLP may represent the Company Equity Holders or any or all of the Significant Shareholders their respective Affiliates in such dispute even though the interests of the Significant Shareholders such Person(s) may be directly adverse to Parent, Parent (or the Surviving Bank Pubco), Thunder Bridge II, Merger Subs or any of their respective Subsidiaries the Company (or Affiliates, the Surviving Company) and even though Skadden formerly Loeb & Loeb LLP may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries Company in any a matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees The Parties also further agree that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications prior to the Closing among SkaddenLoeb & Loeb LLP and the Company, the Seller BankCompany Equity Holders or the Company Equity Holders’ Affiliates and Representatives, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence belongs belong to each Significant Shareholder the Company Equity Holders and may be controlled by such Person the Company Equity Holders and shall not pass to or be claimed by Parent, Parent (or the Surviving Bank Pubco), Thunder Bridge II, Merger Sub or any of their respective Subsidiaries the Company (or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existenceCompany). Notwithstanding the foregoing, in the event that a dispute arises between Parent, Parent (or the Surviving Bank Pubco), Thunder Bridge II, Merger Subs or any of their respective Affiliatesthe Company (or the Surviving Company), on the one hand, and a third party (other than a Party, Party to this Agreement (or any Significant Shareholder Affiliate or their respective Affiliates), on the other hand, Representative thereof) after the Closing, the Surviving Bank Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden Loeb & Loeb LLP to such third party; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the Company Securityholder Representative. Skadden shall be a third party beneficiary for purposes of this Section 9.13.106

Waiver of Conflicts. It is acknowledged by each Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that each the Company is the client of DLA Piper LLP (US) (“Firm”), and not any of its individual Company Securityholders. After the Closing, it is possible that Firm will represent the Company Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel Group”) in connection with the transactions contemplated herein or in the Escrow Agreement, the Adjustment Escrow Amount, the Indemnity Escrow Amount, and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Acquiror and the Company hereby and agree that Skadden has not acted as counsel for the Firm (or any other Party successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement or the transactions contemplated hereby and that none Escrow Agreement, the administration of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between ParentAdjustment Escrow Amount, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one handIndemnity Escrow Amount, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders claims that may be directly adverse made thereunder pursuant to Parent, this Agreement or the Surviving Bank Escrow Agreement. The Firm (or any of their respective Subsidiaries successor) may serve as counsel to all or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any a portion of the Seller Bank’s Subsidiaries in Group or any matter substantially related to such dispute. Each director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees thatGroup, in connection with any future dispute between Parentlitigation, the Surviving Bank claim or any obligation arising out of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to Escrow Agreement, or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result or the Escrow Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the inadvertent disclosure Company and the Firm will become the property of information that may be confidential or subject to a claim of privilege. The Parties further understand the Securityholders’ Representative and agree that any disclosure of information that may be confidential or subject to a claim of privilege the Company Securityholders following closing and will not prejudice or otherwise constitute a waiver be disclosed to Acquiror without the consent of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13Securityholders’ Representative.

Waiver of Conflicts. It is acknowledged by Recognizing that Xxxxxxx & Xxxxxxx LLP and Fish & Xxxxxxxxxx P.C. (collectively “Seller Counsel”) have acted as legal counsel to the Company and that Seller Counsel may act as legal counsel to the Stockholders’ Agent or certain of the direct and indirect holders of shares of Company Capital Stock and their respective Affiliates (which will no longer include the Company after the Merger Closing), each of Ultimate Parent, Parent, Merger Sub and Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Parties Surviving Corporation and its Subsidiaries to waive, any conflicts that each of the Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel may arise in connection with Seller Counsel representing the Stockholders’ Agent or any direct or indirect holders of the shares of Company Capital Stock or their Affiliates after the Merger Closing as such representation may relate to Ultimate Parent, Parent, Merger Sub, the Company, the Surviving Corporation and their Subsidiaries or the transactions contemplated hereby by this Agreement. In addition, all communications involving attorney-client confidences between direct and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none indirect holders of the other Parties has the status shares of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between ParentCompany Capital Stock, the Surviving Bank or any of Company and their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective AffiliatesSeller Counsel, on the other hand, Skadden may represent any or all relating to the negotiation, documentation and consummation of the Significant Shareholders in such dispute even though transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the interests direct and indirect holders of shares of Company Capital Stock and their respective Affiliates (and not the Significant Shareholders may be directly adverse to ParentCompany or the Surviving Corporation) from and after the Effective Time. Accordingly, the Surviving Bank Corporation shall not have access to any such communications or any to the files of Seller Counsel relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the direct and indirect holders of shares of Company Capital Stock and their respective Subsidiaries or Affiliates, Affiliates (and even though Skadden formerly may have represented not the Seller Bank or any Surviving Corporation) shall be the sole holders of the Seller Bank’s Subsidiaries in any matter substantially related attorney-client privilege with respect to such dispute. Each of the Seller Bank (on behalf of itself engagement, and the Surviving Bank)Corporation shall not be a holder thereof, Parent (b) to the extent that files of Seller Counsel in respect of such engagement constitute property of the client, only the direct and State Bank acknowledges indirect holders of shares of Company Capital Stock and agrees that, in connection with any future dispute between Parent, their respective Affiliates (and not the Surviving Bank Corporation) shall hold such property rights and (c) Seller Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation by reason of their respective Subsidiaries any attorney-client relationship between Seller Counsel and the Company or Affiliates, on the one hand, and otherwise. The Surviving Corporation is not waiving any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect attorney-client privilege (including relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, ) in connection with any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13Third Party Claim.

Waiver of Conflicts. It is acknowledged by Recognizing that Sidley Austin LLP (“Sidley”) and Ellenoff Xxxxxxxx & Schole LLP (“EGS”) has each acted as legal counsel to HCAC, First Merger Sub, Second Merger Sub, Sponsor, certain HCAC security holders and certain of their respective affiliates prior to the Closing, and that Sidley and EGS may act as legal counsel to HCAC, the Surviving Corporation, and the Surviving Entity and one or more of its subsidiaries, Sponsor, certain HCAC security holders and certain of their respective affiliates after the Closing, each of HCAC and the Parties that each Surviving Corporation (including on behalf of the Seller Bank Surviving Corporation’s subsidiaries) hereby waives, on its own behalf and certain Affiliates of the Significant Shareholders have retained Skadden agrees to act as cause its counsel affiliates to waive, any conflicts that may arise in connection with the transactions contemplated hereby each of Sidley’s and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees thatEGS’ representing HCAC, in the event that any dispute arises after the Closing between ParentFirst Merger Sub, Second Merger Sub, the Surviving Bank Corporation, the Surviving Entity or any of its subsidiaries, Sponsor, any HCAC security holder and any of their respective Subsidiaries Affiliates after to the Closing. In addition, all communications involving attorney-client confidences by or Affiliatesamong HCAC, on the one handFirst Merger Sub, and any of the Significant Shareholders Second Merger Sub, Sponsor, HCAC security holders or their respective Affiliates, on affiliates in the other hand, Skadden may represent any or all course of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby will be deemed to be attorney-client confidences that belong solely to Sponsor, such HCAC security holder or such affiliate (and not to HCAC, the Surviving Corporation, the Surviving Entity or any of its subsidiaries). Accordingly, HCAC, the Surviving Corporation, and the Surviving Entity, as the case may be, will not have access to all communications among Skaddenany such communications, or to the files of Sidley or EGS relating to such engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sponsor or the applicable HCAC security holder and its affiliates (and not HCAC, the Seller BankSurviving Corporation, the Surviving Entity or any of its subsidiaries) will be the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation sole holders of the transactions contemplated by this Agreement, the attorney-client privilege with respect to such engagement, and the expectation none of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by ParentHCAC, the Surviving Bank Corporation, the Surviving Entity and its subsidiaries will be a holder thereof, (ii) to the extent that files of each of Sidley and EGS in respect of such engagement constitute property of the client, only Sponsor, the applicable HCAC security holder or their respective affiliates (and not HCAC, the Surviving Corporation, the Surviving Entity or any of their respective Subsidiaries its subsidiaries) will hold such property rights and (iii) each of Sidley and EGS will have no duty whatsoever to reveal or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or disclose any such attorney-client privileged information. Notwithstanding those effortscommunications or files to HCAC after the Closing and before or after the Closing, the Parties further understand and agree that Surviving Corporation, the consummation Surviving Entity or any of the transactions contemplated its subsidiaries by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver reason of any claim of privilege. Accordinglyattorney-client relationship between Sidley and EGS (as applicable) and HCAC, each of Parent First Merger Sub, and Second Merger Sub before the Closing and after the Closing, the Surviving Bank agrees to use commercially reasonable efforts to return promptly Corporation and any inadvertently disclosed information to the appropriate Person upon becoming aware of its existencesubsidiaries or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between ParentHCAC, the Surviving Bank Corporation, the Surviving Entity or any of their respective Affiliates, on the one hand, its subsidiaries and a third party (other than a Party, party to this Agreement or any Significant Shareholder or of their respective Affiliates), on the other hand, affiliates) after the Closing, HCAC, the Surviving Bank Corporation and the Surviving Entity (including on behalf of its subsidiaries) may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden Sidley and EGS to such third party. Skadden shall be a third party beneficiary for purposes ; provided, however, that neither HCAC, the Surviving Corporation, the Surviving Entity nor any of this Section 9.13its subsidiaries may waive such privilege without the prior written consent of the Sponsor.

Waiver of Conflicts. It is acknowledged by each Recognizing that Proskauer has acted as legal counsel to the Company, its Subsidiaries, certain of the Parties that each direct and indirect holders of the Seller Bank shares of Common Stock and certain of their respective Affiliates of the Significant Shareholders have retained Skadden prior to date hereof, and that Proskauer intends to act as legal counsel to certain of the direct and indirect holders of shares of Common Stock and their respective Affiliates (which will no longer include the Company and its counsel Subsidiaries) after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Proskauer representing any direct or indirect holders of the shares of Common Stock or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the Company, the Surviving Corporation and its Subsidiaries or the transactions contemplated hereby by the Transaction Agreements. In addition, all communications involving attorney-client confidences between direct and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none indirect holders of the other Parties has the status shares of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between ParentCommon Stock, the Surviving Bank or any of Company and its Subsidiaries and their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective AffiliatesProskauer, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as the Transaction Agreements shall be deemed to all communications among Skaddenbe attorney-client confidences that belong solely to the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Company, the Seller BankSurviving Corporation or their respective Subsidiaries). Accordingly, the Surviving Corporation and its Subsidiaries shall not have access to any such communications or to the files of Proskauer relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, Table of Contents from and after the Effective Time, (a) the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Proskauer in respect of such engagement constitute property of the client, only the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall hold such property rights and (c) Proskauer shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or any of its Subsidiaries by reason of any attorney-client relationship between Proskauer and the Seller Bank’s SubsidiariesCompany or any of its Subsidiaries or otherwise. Notwithstanding the foregoing, none of the Surviving Corporation or any Significant Shareholder that relate in of its Subsidiaries is waiving any way attorney-client privilege (including relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorneyTransaction Agreements) in connection with any third-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13Litigation.

Waiver of Conflicts. It is acknowledged by each of Recognizing that Miles & Stockbridge P.C. has acted as legal counsel to the Parties Representative and its Affiliates and the Group Companies prior to the Closing, and that each of the Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden Miles & Stockbridge P.C. intends to act as legal counsel to the Representative and its counsel Affiliates (which will no longer include the Group Companies) after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Miles & Stockbridge P.C. representing the Representative and/or its Affiliates (including any of the Sellers) after the Closing as such representation may relate to Parent, Merger Sub, any Group Company or the transactions contemplated hereby herein. In addition, all communications occurring prior to the Closing and that Skadden has not acted as counsel for any other Party in connection with involving attorney-client confidences between the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest Representative, its Affiliates or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, Group Company and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect Miles & Stockbridge P.C. relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as hereby (“Confidential Communications”) shall be deemed to all communications among Skaddenbe attorney-client confidences that belong solely to the Representative and its Affiliates (and not the Group Companies). Accordingly, the Seller BankGroup Companies shall not have access to any Confidential Communications, or to the files of Miles & Stockbridge P.C. relating to any Confidential Communications, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Representative and its Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to Confidential Communications, and none of the Group Companies shall be a holder thereof, (b) to the extent that files of Miles & Stockbridge P.C. relating to Confidential Communications constitute property of the client, only the Representative and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Miles & Stockbridge P.C. shall have no duty whatsoever to reveal or disclose any such Confidential Communications or files to any of the Seller Bank’s SubsidiariesGroup Companies by reason of any attorney-client relationship between Miles & Stockbridge P.C. and any of the Group Companies or otherwise. Notwithstanding the foregoing, any Significant Shareholder that relate after the Closing, neither the Representative nor its Affiliates shall waive such privilege or disclose such Confidential Communications or files other than in any way connection with the enforcement or defense of their respective rights or obligations under this Agreement and the other Ancillary Documents. For the avoidance of doubt, communications between Representative and Affiliates and Miles & Stockbridge P.C. not relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and hereby shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13deemed Confidential Communications.

Waiver of Conflicts. It is acknowledged by each Recognizing that Xxxxx Xxxx LLP has acted as legal counsel to the Company, its Subsidiaries, certain of the Parties that each direct and indirect holders of the Seller Bank Company Capital Stock and Exchanged Options and certain of their respective Affiliates of the Significant Shareholders have retained Skadden prior to date hereof, and that Xxxxx Xxxx LLP intends to act as legal counsel to certain of the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its counsel own behalf and agrees to cause its Affiliates, the Surviving Corporation and any Subsidiaries of the Surviving Corporation to waive, any conflicts that may arise in connection with Xxxxx Xxxx LLP representing any direct or indirect holders of Company Capital Stock and Exchanged Options or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the Company, the Surviving Corporation or any Subsidiaries of the Surviving Corporation or the transactions contemplated hereby hereby. In addition, SMRH:484497247.47 -107- SM01DOCS\1200417.35 all communications involving attorney-client confidences between direct and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby indirect holders of Company Capital Stock and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between ParentExchanged Options, the Surviving Bank or Company and any of its Subsidiaries and their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective AffiliatesXxxxx Xxxx LLP, on the other hand, Skadden may represent any or all in the course of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as hereby shall be deemed to all communications among Skaddenbe attorney-client confidences that belong solely to the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates (and not the Company, the Seller BankSurviving Corporation or such Subsidiaries). Accordingly, the Surviving Corporation and any Subsidiaries of the Seller Bank’s Subsidiaries, Surviving Corporation shall not have access from and after the Effective Time to any Significant Shareholder that relate in any way such communications or to the negotiation, documentation and consummation files of Xxxxx Xxxx LLP relating to such engagement. Without limiting the generality of the transactions contemplated by this Agreementforegoing, from and after the Effective Time, (i) the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates (and not the Surviving Corporation or any Subsidiaries of the Surviving Corporation) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation none of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank Corporation or any Subsidiaries of the Surviving Corporation shall be a holder thereof, (ii) to the extent that files of Xxxxx Xxxx LLP in respect of such engagement constitute property of the client, only the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates (and not the Surviving Corporation or any Subsidiaries of the Surviving Corporation) shall hold such property rights and (iii) Xxxxx Xxxx LLP shall have no duty whatsoever to reveal or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or disclose any such attorney-client privileged information. Notwithstanding those efforts, communications or files to the Parties further understand and agree that the consummation Surviving Corporation or any Subsidiaries of the transactions contemplated Surviving Corporation by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver reason of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege relationship between Xxxxx Xxxx LLP and the Company or any Subsidiaries of the Company or otherwise. This Section 11.13 may not be amended, waived or modified, in any manner adverse to prevent disclosure the direct and indirect holders of confidential communications by Skadden to such third partyCompany Capital Stock and Exchanged Options without the prior written consent of the Shareholder Representatives. Skadden shall be a third party beneficiary for purposes of this Section 9.13.[Signature Pages Follow]

Waiver of Conflicts. It is acknowledged by each Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that each the Company is the client of DLA Piper LLP (US) (“Firm”), and not any of its individual Company Securityholders. After the Closing, it is possible that Firm will represent the Company Securityholders, the Securityholders’ Representative Committee and their respective Affiliates (individually and collectively, the “Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel Group”) in connection with the transactions contemplated herein or in any claims made pursuant to this Agreement. Acquiror and the Company hereby and agree that Skadden has not acted as counsel for the Firm (or any other Party successor) may represent the Seller Group in the future in connection with the transactions contemplated hereby issues that may arise under this Agreement and any claims that none of the other Parties has the status of a client of Skadden for conflict of interest may be made hereunder. The Firm (or any other purposes successor) may serve as counsel to all or a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any portion of the Seller Bank’s Subsidiaries in Group or any matter substantially related to such dispute. Each director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees thatGroup, in connection with any future dispute between Parentlitigation, the Surviving Bank claim or any obligation arising out of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders relating to this Agreement or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any . Each of the Seller Bank’s SubsidiariesParties consents thereto, and waives any Significant Shareholder conflict of interest arising therefrom, and each such Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that relate such consent and waiver is voluntary, [*] Confidential treatment requested. 101 CONFIDENTIAL TREATMENT REQUESTED that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in any way this connection. Communications between the Company and the Firm relating to the negotiation, documentation negotiation and consummation execution of the transactions contemplated by this Agreement, the attorney-client privilege Option Agreement, the Development Agreement and the expectation License Agreement (as defined in the Option Agreement) (but, for the avoidance of client confidence belongs doubt, not communications between the Company and the Firm relating to each Significant Shareholder the Product) will become the property of the Securityholders’ Representative Committee and may the Company Securityholders following the Closing and will not be controlled by such Person and shall not pass disclosed to or be claimed by ParentAcquiror without the consent of the Securityholders’ Representative Committee. [SIGNATURE PAGE NEXT] [*] Confidential treatment requested. 102 CONFIDENTIAL TREATMENT REQUESTED IN WITNESS WHEREOF, Acquiror, Sub, the Surviving Bank or any of Company and Securityholders’ Representative Committee have caused this Agreement to be executed and delivered by their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those effortsofficers thereunto duly authorized, the Parties further understand and agree that the consummation all as of the transactions contemplated date first written above. AXCAN HOLDINGS INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior VP, Chief Financial Officer and Treasurer AXCAN LONE STAR INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior VP, Chief Financial Officer and Treasurer MPEX PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer APPOINTMENT AND DUTIES ACCEPTED AND AGREED: SECURITYHOLDERS’ REPRESENTATIVE COMMITTEE, SOLELY AS A COMMITTEE MEMBER AND NOT IN THEIR INDIVIDUAL CAPACITY By: /s/ [*] Name: [*] By: /s/ [*] Name: [*] By: /s/ [*] Name: [*] [*] Confidential treatment requested. [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A DISCLOSURE SCHEDULE [See Attached.] CONFIDENTIAL TREATMENT REQUESTED EXHIBIT A FORM OF MERGER CERTIFICATE CERTIFICATE OF MERGER MERGING AXCAN LONE STAR INC., a Delaware corporation WITH AND INTO MPEX PHARMACEUTICALS, INC., a Delaware corporation [ ], [2011] Pursuant to Section 251 of the Delaware General Corporation Law, Mpex Pharmaceuticals, Inc. (“Mpex”), a corporation organized and existing under the Delaware General Corporation Law (the “General Corporation Law”), and Axcan Lone Star Inc. (“Sub”), a corporation organized and existing under the General Corporation Law, hereby certify that: FIRST: The name and state of incorporation of each of the constituent corporations are Mpex Pharmaceuticals, Inc., a Delaware corporation organized and existing under the General Corporation Law, and Axcan Lone Star Inc., a Delaware corporation organized and existing under the General Corporation Law. SECOND: An Agreement and Plan of Merger, dated as of April 11, 2011 (the “Merger Agreement”), among Mpex and Sub has been approved, adopted, certified, executed and acknowledged by this Agreement may result each of Mpex and Sub in accordance with the requirements of Sections 228 and 251 of the General Corporation Law. THIRD: Mpex shall be the surviving corporation in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordinglymerger (the “Surviving Corporation”) under the name “Mpex Pharmaceuticals, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13Inc.”.

Waiver of Conflicts. It is acknowledged by each of The parties hereto (collectively, the Parties “Consenting Parties”) acknowledge that each of at all times relevant hereto up to the Seller Bank and certain Affiliates of Closing, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) has represented only the Significant Shareholders have retained Skadden Company. If subsequent to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that Closing any dispute arises after were to arise relating in any manner to this Agreement or the Closing Escrow Agreement between Parent, the Surviving Bank or any of their respective Subsidiaries or AffiliatesSecurityholders’ Representative, on the one hand, and any of the Significant Shareholders or their respective Affiliatesanother Consenting Party, on the other handhand (each a “Dispute”), Skadden may represent any or all the Consenting Parties consent to WSGR’s representation of the Significant Shareholders Securityholders’ Representative in such dispute even though the interests of Dispute(s). The Consenting Parties acknowledge that WSGR has been and will be providing legal advice to the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, Company in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, Merger and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result and the Escrow Agreement and in such capacity will have obtained confidential information of the inadvertent disclosure Company (the “Company Confidential Information”). The Company Confidential Information includes all communications, whether written or electronic, including any communications between WSGR, the directors, officers, stockholders, accounting firm, and/or employees of information the Company, all files, attorney notes, drafts or other documents directly relating to this Agreement or the Escrow Agreement, which predate the Closing (collectively, the “WSGR Work Product”). In any Dispute, to the extent that any Company Confidential Information is in WSGR’s possession at the Effective Time, such Company Confidential Information may be used on behalf of the Securityholders’ Representative in connection with such Dispute at the sole discretion of the Securityholders’ Representative. In any Dispute, the Consenting Parties waive the right to present any WSGR Work Product as evidence in any legal proceeding (including arbitration) arising out of such Dispute. The Consenting Parties waive their right to access any WSGR Work Product, except as reasonably necessary in connection with a legal proceeding that is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by WSGR for the benefit of the Company Securityholders and the Securityholders’ Representative of any information (confidential or subject otherwise) disclosed to a claim it by the Company (including its directors, officers, Company Securityholders, accounting firm, and/or employees of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information Company) prior to the appropriate Person upon becoming aware of its existenceEffective Time. Notwithstanding the foregoingExcept as expressly set forth above, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.1310.9 shall not grant any rights to the Securityholders’ Representative with respect to the Company Confidential Information except as described herein.

Waiver of Conflicts. It is acknowledged by each Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that each the Company is the client of DLA Piper LLP (US) (the “Firm”), and not any of the individual Company Securityholders. After the Closing, it is possible that Firm will represent the Company Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel Group”) in connection with the transactions contemplated herein or in the Escrow Agreement, and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Acquiror and the Company hereby and agree that Skadden has not acted as counsel for the Firm (or any other Party successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement or the transactions contemplated hereby and that none Escrow Agreement, the administration of the other Parties has Adjustment Escrow Account and the status of a client of Skadden for conflict of interest Indemnity Escrow Account and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. The Firm (or any other purposes successor) may serve as counsel to all or a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any portion of the Seller Bank’s Subsidiaries in Group or any matter substantially related to such dispute. Each director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Bank Group (on behalf of itself and other than the Company or the Surviving BankCorporation), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parentlitigation, the Surviving Bank claim or any obligation arising out of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to Escrow Agreement, or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result or the Escrow Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the inadvertent disclosure Company and the Firm will become the property of information that may be confidential or subject to a claim of privilege. The Parties further understand the Securityholders’ Representative and agree that any disclosure of information that may be confidential or subject to a claim of privilege the Effective Time Holders stockholders following closing and will not prejudice or otherwise constitute a waiver be disclosed to Acquiror without the consent of any claim of privilegethe Securityholders’ Representative. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13.[SIGNATURE PAGE NEXT]

Waiver of Conflicts. It is acknowledged by each Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that each the Company is the client of DLA Piper LLP (US) (“Firm”), and not any of its individual Company Securityholders. After the Closing, it is possible that Firm will represent the Company Securityholders, the Securityholders’ Representative Committee and their respective Affiliates (individually and collectively, the “Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel Group”) in connection with the transactions contemplated herein or in any claims made pursuant to this Agreement. Acquiror and the Company hereby and agree that Skadden has not acted as counsel for the Firm (or any other Party successor) may represent the Seller Group in the future in connection with the transactions contemplated hereby issues that may arise under this Agreement and any claims that none of the other Parties has the status of a client of Skadden for conflict of interest may be made hereunder. The Firm (or any other purposes successor) may serve as counsel to all or a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any portion of the Seller Bank’s Subsidiaries in Group or any matter substantially related to such dispute. Each director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees thatGroup, in connection with any future dispute between Parentlitigation, the Surviving Bank claim or any obligation arising out of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders relating to this Agreement or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any . Each of the Seller Bank’s SubsidiariesParties consents thereto, and waives any Significant Shareholder conflict of interest arising therefrom, and each such Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that relate such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in any way this connection. Communications between the Company and the Firm relating to the negotiation, documentation negotiation and consummation execution of the transactions contemplated by this Agreement, the attorney-client privilege Option Agreement, the Development Agreement and the expectation License Agreement (as defined in the Option Agreement) (but, for the avoidance of client confidence belongs doubt, not communications between the Company and the Firm relating to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that Product) will become the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation property of the transactions contemplated by this Agreement may result in Securityholders’ Representative Committee and the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand Company Securityholders following the Closing and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver be disclosed to Acquiror without the consent of any claim of privilegethe Securityholders’ Representative Committee. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence* Confidential treatment requested. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13.99

Waiver of Conflicts. It is acknowledged by each Recognizing that the Identified Counsel has acted as legal counsel to the Corporation, its Subsidiaries, certain of the Parties that each direct and indirect holders of the Seller Bank Shares and certain of their respective Affiliates of prior to the Significant Shareholders have retained Skadden date hereof, and that the Identified Counsel intends to act as legal counsel to certain of such direct and indirect holders of Shares and their respective Affiliates (which will no longer include the Corporation and its counsel Subsidiaries) after the Closing, each of Parent, Merger Sub and the Corporation hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with the transactions contemplated hereby and that Skadden has not acted Identified Counsel representing any such direct or indirect holders of Shares or their respective Affiliates after the Closing as counsel for any such representation may relate to this Agreement, the other Party in connection with Transaction Documents or the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereofthereby. Each Party hereby agrees thatIn addition, in the event that any dispute arises after all communications prior to the Closing involving attorney-client confidences between Parentsuch direct and indirect holders of Shares, the Surviving Bank or any of Corporation and its Subsidiaries and their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective AffiliatesIdentified Counsel, on the other hand, Skadden may represent any or all to the extent related to the negotiation, documentation and consummation of the Significant Shareholders in transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such dispute even though direct and indirect holders of Shares and their respective Affiliates (and not the interests of Corporation, the Significant Shareholders may be directly adverse to Surviving Corporation or its Subsidiaries). Accordingly, neither Parent, the Surviving Bank or Corporation nor any of their respective Subsidiaries shall have access to any such communications or Affiliatesto the files of the Identified Counsel to the extent relating to the negotiation, documentation and even though Skadden formerly may have represented consummation of the Seller Bank transactions contemplated hereby from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (i) Persons who were the direct and indirect holders of Shares and their respective Affiliates (and not the Surviving Corporation or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective its Subsidiaries or Affiliates, on ) shall be the one hand, and any sole holders of the Significant Shareholders or their respective Affiliates, on the other hand, attorney-client privilege with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby, as to all communications among Skaddenand none of Parent, the Seller Bank, Surviving Corporation nor any of their respective Subsidiaries or Affiliates shall be a holder thereof, (ii) to the Seller Bank’s Subsidiaries, any Significant Shareholder extent that relate files of the Identified Counsel in any way to respect of the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby constitute property of the client, only the Persons who were direct and indirect holders of Shares and their respective Affiliates (and not the Surviving Corporation or any of its Subsidiaries or Affiliates) shall hold such property rights and (iii) the Identified Counsel shall not have any duty whatsoever to reveal or disclose any such attorney-client privilege and the expectation of client confidence belongs communications or files to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank Corporation, or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure Affiliates by reason of confidential or any attorney-client privileged information. Notwithstanding those efforts, relationship between the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective AffiliatesIdentified Counsel, on the one hand, and a third party (other than a Party, any Significant Shareholder of the Corporation or their respective Affiliates)any of its Subsidiaries, on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13or otherwise.

Waiver of Conflicts. It is acknowledged by each of (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Parties that each of Closing, Shearman & Sterling LLP may serve as counsel to the Seller Bank Company Stockholders and certain their Affiliates of the Significant Shareholders have retained Skadden to act as its counsel in connection with any matters related to this Agreement and the transactions contemplated hereby and that Skadden has not acted as counsel for Transactions, including any other Party in connection with litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and that none Transactions notwithstanding any representation by Shearman & Sterling LLP prior to the Closing Date of the other Company. The Parties hereby (i) waive any claim they have or may have that Shearman & Sterling LLP has the status of a client of Skadden for conflict of interest or any other purposes is otherwise prohibited from engaging in such representation as a result thereof. Each Party hereby agrees of its representation of the Company prior to the Closing and (ii) agree that, in the event that any a dispute arises either before or after the Closing between Parent, Merger Sub or the Company (or the Surviving Bank or any of their respective Subsidiaries or AffiliatesCorporation), on the one hand, and any of the Significant Shareholders Company Stockholders or any of their respective Affiliates, on the other hand, Skadden Shearman & Sterling LLP may represent the Company Stockholders or any or all of the Significant Shareholders their respective Affiliates in such dispute even though the interests of the Significant Shareholders such Person(s) may be directly adverse to Parent, Merger Sub or the Company (or the Surviving Bank or any of their respective Subsidiaries or Affiliates, Corporation) and even though Skadden formerly may have Shearman & Sterling LLP has represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, Company in connection with any future dispute between Parent, matters related to this Agreement and the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this AgreementTransactions. The Parties also further agree that, as to all communications prior to the Closing among SkaddenShearman & Sterling LLP and the Company, the Seller BankCompany Stockholders or the Company Stockholders’ Affiliates and Representatives, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of extent related to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence belongs belong to each Significant Shareholder the Company Stockholders and may be controlled by such Person the Company Stockholders and shall not pass to or be claimed by Parent, Merger Sub or the Company (or the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existenceCorporation). Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub or the Company (or the Surviving Bank or any of their respective AffiliatesCorporation), on the one hand, and a third party (other than a Party, Party to this Agreement (or any Significant Shareholder or their respective Affiliates), on the other hand, Affiliate thereof) after the Closing, the Surviving Bank Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden Shearman & Sterling LLP to such third party. Skadden shall be a third party beneficiary for purposes ; provided, that neither the Surviving Corporation nor any Company Stockholder (or Affiliate or Representative thereof) may waive such privilege without the prior written consent of this Section 9.13the Company.

Waiver of Conflicts. It is acknowledged by each of The parties hereto (collectively, the Parties “Consenting Parties”) acknowledge that each of at all times relevant hereto up to the Seller Bank and certain Affiliates of Closing, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“WSGR”) has represented only the Significant Shareholders have retained Skadden Company. If subsequent to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that Closing any dispute arises after were to arise relating in any manner to this Agreement or the Closing Escrow Agreement between Parent, the Surviving Bank or any of their respective Subsidiaries or AffiliatesSecurityholders’ Representative, on the one hand, and any of the Significant Shareholders or their respective Affiliatesanother Consenting Party, on the other handhand (each a “Dispute”), Skadden may represent any or all the Consenting Parties consent to WSGR’s representation of the Significant Shareholders Securityholders’ Representative in such dispute even though the interests of Dispute(s). The Consenting Parties acknowledge that WSGR has been and will be providing legal advice to the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, Company in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, Merger and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result and the Escrow Agreement and in such capacity will have obtained confidential information of the inadvertent disclosure Company (the “Company Confidential Information”). The Company Confidential Information includes all communications, whether written or electronic, including any communications between WSGR, the directors, officers, stockholders, accounting firm, and/or employees of information the Company, all files, attorney notes, drafts or other documents directly relating to this Agreement or the Escrow Agreement, which predate the Closing (collectively, the “WSGR Work Product”). In any Dispute, to the extent that any Company Confidential Information is in WSGR’s possession at the Effective Time, such Company Confidential Information may be used on behalf of the Securityholders’ Representative in connection with such Dispute at the sole discretion of the Securityholders’ Representative. In any Dispute, the Consenting Parties waive the right to present any WSGR Work Product as evidence in any legal proceeding (including arbitration) arising out of such Dispute. The Consenting Parties waive their right to access any WSGR Work Product, except as reasonably necessary in connection with a legal proceeding that is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by WSGR for the benefit of the Company Securityholders and the Securityholders’ Representative of any information (confidential or subject otherwise) disclosed to a claim it by the Company (including its directors, officers, Company Securityholders, accounting firm, and/or employees of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information Company) prior to the appropriate Person upon becoming aware of its existenceEffective Time. Notwithstanding the foregoingExcept as expressly set forth above, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.1310.9 shall not grant any rights to the Securityholders’ Representative with respect to the Company Confidential Information except as described herein.

Waiver of Conflicts. It is acknowledged by each Recognizing that LKP Global Law, LLP (“LKP”) has acted as legal counsel to the Company Parties, certain of the Parties that each direct and indirect holders of shares of Capital Stock of the Seller Bank Company and certain of their respective Affiliates of the Significant Shareholders have retained Skadden prior to date hereof, and that LKP intends to act as legal counsel to certain of the direct and indirect holders of shares of Common Stock and their respective Affiliates (which will no longer include the Company Parties) after the Closing, each of GTY, Merger Sub and the Company hereby waive, on its counsel own behalf and agrees to cause its Affiliates, Holdings, the Surviving Corporation and their Subsidiaries to waive, any conflicts that may arise in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for LKP representing any other Party in connection with the transactions contemplated hereby and that none direct or indirect holders of the other Parties has shares of Capital Stock of the status of a client of Skadden for conflict of interest Company or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises their Affiliates after the Closing between Parentas such representation may relate to GTY, Merger Sub, Holdings, the Company, the Surviving Bank Corporation and their Subsidiaries or any the Transaction. In addition, all communications involving attorney-client confidences between direct and indirect holders of shares of Capital Stock of the Company, the Company Parties and their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective AffiliatesLKP, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect relating to the negotiation, documentation and consummation of the transactions contemplated by this AgreementTransaction shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Company, as to all communications among SkaddenGTY, Holdings, the Seller BankSurviving Corporation or their respective Subsidiaries). Accordingly, GTY, Holdings, the Surviving Corporation and their Subsidiaries shall not have access to any such communications or to the files of LKP relating to such engagement from and after the Effective Time. Without limiting the generality of the Seller Bank’s Subsidiariesforegoing, any Significant Shareholder that relate in any way to from and after the negotiationEffective Time, documentation (a) the direct and consummation indirect holders of shares of Capital Stock of the transactions contemplated by this Agreement, Company and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation none of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of LKP in respect of such engagement constitute property of the client, only the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall hold such property rights and (c) LKP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or any of their respective its Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure by reason of confidential or any attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent relationship between LKP and the Surviving Bank agrees to use commercially reasonable efforts to return promptly Company or any inadvertently disclosed information to the appropriate Person upon becoming aware of its existenceSubsidiaries or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parentthe GTY, the Surviving Bank or any of Company and the Company and their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or the eCivis Holders (solely in their respective Affiliatescapacity as equityholders of the Company), on the other hand, after the ClosingGTY, the Surviving Bank Company and the Company and their respective Affiliates may assert the attorney-client privilege with respect to such information, files and communications to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13.

Waiver of Conflicts. It is acknowledged by each of The parties hereto (collectively, the Parties “Consenting Parties”) acknowledge that each of at all times relevant hereto up to the Seller Bank and certain Affiliates of Closing, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“Company Counsel”) has represented only the Significant Shareholders have retained Skadden Company. If subsequent to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that Closing any dispute arises after were to arise relating in any manner to this Agreement or the Closing Escrow Agreement between Parent, the Surviving Bank or any of their respective Subsidiaries or AffiliatesSecurityholder Representative, on the one hand, and any of the Significant Shareholders or their respective Affiliatesanother Consenting Party, on the other handhand (each a “Dispute”), Skadden may represent any or all the Consenting Parties consent to Company Counsel’s representation of the Significant Shareholders Securityholder Representative in such dispute even though the interests of Dispute(s). The Consenting Parties acknowledge that Company Counsel has been and will be providing legal advice to the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, Company in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, Merger and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result and the Escrow Agreement and in such capacity will have obtained confidential information of the inadvertent disclosure Company (the “Company Confidential Information”). The Company Confidential Information includes all communications, whether written or electronic, between Company Counsel and the directors, officers, stockholders, accounting firm, and/or employees of information the Company, all files, attorney notes, drafts or other documents directly relating to this Agreement or the Escrow Agreement, which predate the Closing (collectively, the “Company Counsel Work Product”). In any Dispute, to the extent that any Company Confidential Information is in Company Counsel’s possession at the Effective Time, such Company Confidential Information may be used on behalf of the Securityholder Representative and the Consenting Parties in connection with such Dispute. In any Dispute, the Consenting Parties waive the right to present any Company Counsel Work Product as evidence in any legal proceeding arising out of such Dispute. The Consenting Parties waive their right to access any Company Counsel Work Product, except as reasonably necessary in connection with a legal proceeding that is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by Company Counsel for the benefit of the Company Securityholders and the Securityholder Representative in any action arising under this Agreement of any information (confidential or subject otherwise) disclosed to a claim it by the Company (including its directors, officers, Company Securityholders, accounting firm, and/or employees of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information Company) prior to the appropriate Person upon becoming aware of its existenceEffective Time. Notwithstanding the foregoingExcept as expressly set forth above, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.1310.7 shall not grant any rights to the Securityholder Representative with respect to the Company Confidential Information except as described herein.

Waiver of Conflicts. It is acknowledged by each Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, shareholders, partners, officers, employees, and Affiliates that each the Company is the client of [***], and not any of the Seller Bank individual Stockholders. After the Closing, it is possible that Firm will represent the Stockholders, the Stockholders’ Representative and certain their respective Affiliates of (individually and collectively, the Significant Shareholders have retained Skadden to act as its counsel “Post- Closing Stockholder Group”) in connection with the transactions contemplated herein or in the Indemnification Escrow Agreement, the Indemnification Escrow Amount and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Purchaser and the Company hereby and agree that Skadden has not acted as counsel for [***] (or any other Party successor) may represent the Post-Closing Seller Group in the future in connection with issues that may arise under this Agreement or the transactions contemplated hereby and that none Escrow Agreement, the administration of the other Parties has Indemnification Escrow Amount and any claims that may be made thereunder pursuant to this Agreement or the status of a client of Skadden for conflict of interest Escrow Agreement. [***] (or any other purposes successor) may serve as counsel to all or a result thereof. Each Party hereby agrees that, in portion of the event that any dispute arises after the Post-Closing between Parent, the Surviving Bank Seller Group or any of their respective Subsidiaries director, shareholder, partner, officer, employee, representative, or Affiliates, on the one hand, and any Affiliate of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Post-Closing Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees thatGroup, in connection with any future dispute between Parentlitigation, the Surviving Bank claim or any obligation arising out of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to Escrow Agreement, or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result or the Escrow Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the inadvertent disclosure Company and [***] will become the property of information that may be confidential or subject to a claim of privilege. The Parties further understand the Sellers’ Representative and agree that any disclosure of information that may be confidential or subject to a claim of privilege the Sellers following closing and will not prejudice or otherwise constitute a waiver be disclosed to Purchaser without the consent of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes of this Section 9.13Sellers’ Representative.

Waiver of Conflicts. It is acknowledged by each Recognizing that Sidley Austin LLP (“Sidley”) has acted as legal counsel to Seller, certain of the Parties that each equity holders of Seller, the Seller Bank Company and certain of their respective Affiliates of prior to the Significant Shareholders have retained Skadden Closing, and that Sidley intends to act as legal counsel to Seller, certain of the equity holders of Seller and certain of their respective Affiliates (including after the Closing), Buyer (including on behalf of the Company following the Closing) hereby waives and agrees to cause its counsel Affiliates to waive, any conflicts that may arise in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for Sidley representing Seller, any other Party in connection with the transactions contemplated hereby and that none equity holder of the other Parties has the status of a client of Skadden for conflict of interest Seller or any other purposes of its Affiliates after the Closing as a result thereofof Sidley representing the Company prior to the Closing. Each Party hereby agrees thatIn addition, in the event that all communications involving attorney-client confidences between Seller, any dispute arises after the Closing between Parent, the Surviving Bank equity holder of Seller or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect Affiliates that relate primarily to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as hereby will be deemed to all communications among Skaddenbe attorney-client confidences that belong solely to such Person and its Affiliates (and not to the Company). Accordingly, the Seller BankCompany will not have the right to access to any such communications, any or to the files of Sidley relating to such engagement, whether or not the Closing has occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to or the negotiation, documentation applicable equity holder of Seller and consummation its Affiliates (and not the Company) will be the sole holders of the transactions contemplated by this Agreement, the attorney-client privilege with respect to such engagement, and the expectation of client confidence belongs Company will not be a holder thereof, (b) to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree extent that the Parties files of Sidley in respect of such engagement constitute property of the client, only Seller or the applicable equity holder of Seller and its Affiliates (and not the Company) will hold such property rights and (c) Sidley will have each undertaken commercially reasonable efforts no duty whatsoever to prevent the disclosure of confidential reveal or disclose any such attorney-client privileged informationcommunications or files to the Company by reason of any attorney-client relationship between Sidley and the Company. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information anything to the appropriate Person upon becoming aware of its existence. Notwithstanding contrary contained in the foregoing, in the event that if a dispute arises between Parent, Buyer or the Surviving Bank or any of their respective Affiliates, on the one hand, Company and a third party (other than a Party, Party or any Significant Shareholder or of their respective Affiliates), on the other hand, ) after the Closing, the Surviving Bank Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden Sidley to such third party. Skadden shall be a third party beneficiary for purposes ; provided, neither Buyer nor the Company may waive such privilege without the prior written consent of this Section 9.13Seller.

Waiver of Conflicts. It Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, and Special Counsel has in the past performed and is acknowledged or may now or in the future represent one or more Purchasers or their affiliates or investment advisers (the “Conflicted Purchaser Parties”) in matters unrelated to the transactions contemplated by each the Transaction Documents, including representation of such Conflicted Purchaser Parties in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel and Special Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the Parties that each transactions contemplated by the Transaction Documents solely on behalf of the Seller Bank and certain Affiliates of Company. Special Counsel has served a special counsel to the Significant Shareholders have retained Skadden to act as its counsel company in connection with delivering their opinion letter to the Purchasers. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated hereby by the Transaction Documents, Company Counsel and that Skadden Special Counsel has represented solely the Company, and not acted as counsel for any other Party Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s and Special Counsel’s representation of the Company in connection with the transactions contemplated hereby by the Transaction Documents. The Company and that none of the other Conflicted Purchaser Parties has the status of a client of Skadden for are willing to waive such conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, and to consent to Company Counsel’s and Special Counsel’s representation of the Company and the Conflicted Purchaser Parties on the condition that in the event that any dispute arises after litigation between the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, Company and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of Conflicted Purchaser Party ensues from the transactions contemplated by this Agreementhereby, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation Company Counsel and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden Special Counsel shall be a third precluded from representing either party beneficiary for purposes of this Section 9.13in such litigation against the other.

Waiver of Conflicts. It is acknowledged by each of the Parties Recognizing that each of the Seller Bank Ropes & Xxxx LLP has acted as legal counsel to Sellers and certain of their Affiliates prior to date of the Significant Shareholders have retained Skadden this Agreement, and that Ropes & Xxxx LLP intends to act as its legal counsel to Sellers and their Affiliates (which will no longer include the Transferred Companies) after the Closing, Buyers and Buyer Guarantor hereby waive and agree to cause their Affiliates (including, after the Closing, the Transferred Companies) to waive, any conflicts that may arise in connection with Ropes & Xxxx LLP representing any of Sellers or their Affiliates after the Closing as such representation may relate to Buyers, Buyer Guarantor, the Transferred Companies, or the transactions contemplated hereby by this Agreement. In addition, all communications involving attorney-client confidences between Sellers and that Skadden has not acted as counsel for any their Affiliates (including, prior to the Closing, the Transferred Companies), on the one hand, and Ropes & Xxxx LLP, on the other Party in connection with hand, relating exclusively to the negotiation, documentation, and consummation of the transactions contemplated hereby by this Agreement (the “Sale Engagement Attorney-Client Communications”) will be deemed to be attorney-client confidences that belong exclusively to Sellers and that their Affiliates (excluding, after the Closing, the Transferred Companies). Accordingly, none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees thatBuyers, in the event that any dispute arises after the Closing between ParentBuyer Guarantor, the Surviving Bank or any of their respective Subsidiaries Affiliates (including the Transferred Companies) will have access to the Sale Engagement Attorney-Client Communications or to the files of Ropes & Xxxx LLP relating to the Sale Engagement Attorney-Client Communications from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) Sellers and their Affiliates (excluding the Transferred Companies) will be the sole holders of the attorney-client privilege with respect to the Sale Engagement Attorney-Client Communications, and none of the Transferred Companies will be a holder thereof, (b) to the extent that files of Ropes & Xxxx LLP in respect of the Sale Engagement Attorney-Client Communications constitute property of the client, only Sellers and their Affiliates (excluding the Transferred Companies) will hold such property rights and (c) Ropes & Xxxx LLP will have no duty whatsoever to reveal or disclose any Sale Engagement Attorney-Client Communications or files to the Transferred Companies by reason of any attorney-client relationship between Ropes & Xxxx LLP and the Transferred Companies or otherwise. Nothing in the foregoing will prevent any Continuing Employee following the Closing from sharing his or her knowledge of the Sale Engagement Attorney-Client Communications with any of Buyers or Buyer Guarantor; provided, that Sellers and their Affiliates will retain the right to assert privilege regarding all such Sale Engagement Attorney-Client Communications in any Proceeding among any of Sellers and/or their Affiliates, on the one hand, and any of Buyers, Buyer Guarantor, and/or their Affiliates (including the Significant Shareholders or their respective Affiliates, Transferred Companies) on the other hand, Skadden may represent any or all of . To the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or extent that any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders Sellers or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, Affiliates waives the attorney-client privilege and the expectation of client confidence belongs with regard to each Significant Shareholder and may be controlled by a Sale Engagement Attorney-Client Communication, this provision will not prevent Buyers or Buyer Guarantor from obtaining access to such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may This Section 9.15 will be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one handirrevocable, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the other hand, after the Closing, the Surviving Bank may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such third party. Skadden shall be a third party beneficiary for purposes no term of this Section 9.139.15 may be amended, waived, or modified, without the prior written consent of Ropes & Xxxx LLP.