Common use of Consent to Representation Clause in Contracts

Consent to Representation. (a) Each of the parties acknowledges and agrees, on its own behalf and on behalf of its directors, officers, shareholders, partners, employees and Affiliates, that H▇▇▇▇▇▇▇ LLP currently serves as counsel to the Company, certain Company Shareholders, certain holders of Company Warrants and certain Affiliates of the foregoing (individually and collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents, the consummation of the Transactions (including the Merger) and in connection with other matters relating to the Transactions. There may come a time, including after consummation of the Merger, when the interests of the Seller Group, on the one hand, and the Company, on the other hand, may no longer be aligned or when, for any reason, the Seller Group, H▇▇▇▇▇▇▇ LLP or the Company believes that H▇▇▇▇▇▇▇ LLP can or should no longer represent members of the Seller Group, on the one hand, and the Company, on the other hand. In such case, Parent and the Surviving Corporation agree that H▇▇▇▇▇▇▇ LLP (or any successor) may represent members of the Seller Group in the future in connection with issues that may arise under or relate to this Agreement or the Transactions, and any claims that may be made pursuant or relating to this Agreement or the Transactions, even though the interests of the Seller Group may be directly adverse to Parent or the Surviving Corporation, and even though H▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Surviving Corporation or Parent. H▇▇▇▇▇▇▇ LLP (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, Affiliate or other Representative of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, another Transaction Document or the Transaction. Each of the parties consents thereto, and waives any conflict of interest arising therefrom, and each such party will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party 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. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or prior to the Closing between or among the Company, any member of the Seller Group, or any of them (collectively, the “Target Group”), on the one hand, and any of their attorneys or other professional advisors, on the other hand, to the extent relating to the negotiation, execution or delivery of this Agreement, the Transactions (including the Merger) and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Target Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the respective members of the Seller Group and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Parent, the Surviving Corporation or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Parent Group”). Accordingly, the parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Seller Group, and (ii) no member of the Parent Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. Without limiting the foregoing, the parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communication and Associated Rights from the assets, rights, privileges and benefits of the Target Group that might otherwise be transferred or assigned to any member of the Parent Group by operation of law or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or any of their respective Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation (including on behalf of its Affiliates) may assert (but not waive) the attorney-client privilege to prevent disclosure of confidential communications by H▇▇▇▇▇▇▇ LLP to such third party. (c) Parent hereby agrees, on its own behalf and on behalf of the other members of the Parent Group, from and after the Closing, that the Seller Group (i) will have the right to take possession and control of all Protected Communication effective as of the Closing and (ii) if and to the extent the Seller Group fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 8.13), the members of the Seller Group will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Parent Group from and after the Closing, during normal business hours and on not less than twenty-four (24) hours’ prior written notice. If and to the extent that, at any time from and after the Closing, any member of the Parent Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Parent Group will not, and will cause the other members of the Parent Group not to, waive such privilege or right of confidentiality without the prior written consent of the holders of a majority in interest of the former Company Shareholders (which consent may be withheld, conditioned or delayed in its sole discretion).

Consent to Representation. (a) Each Effective as of the parties acknowledges Closing, Parent and agreesBuyer hereby waive and agree not to assert, on its own behalf and on behalf Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing of the Securityholders’ Representative, any Company Securityholder, any of their respective Affiliates, any officer, employee or director of the Securityholders’ Representative, the Company, or any of its directorssubsidiaries, officersor any Company Securityholder (any such Person, shareholdersa “Designated Person”) in any matter involving this Agreement or any agreement, partnerscertificate, employees instrument or other document executed or delivered pursuant to this Agreement, the Ancillary Agreements, or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and Affiliatesincluding any matter regarding the negotiation, that H▇execution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by G▇▇▇▇▇▇ Procter LLP and any other legal counsel currently serves representing any Designated Person in connection with this Agreement, any Ancillary Agreement, any agreement, certificate, instrument or other document executed or delivered pursuant thereto, or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as counsel to the Company, certain Company Shareholders, certain holders of Company Warrants and certain Affiliates of the foregoing (individually Closing, Parent and collectivelyBuyer hereby agree not to control or assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Applicable Matter (“Seller GroupPrivileged Deal Communications”), and agrees not to use or rely on, and to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to use or rely on, any such communications, in each case in connection with the negotiationany Applicable Matter, preparation, execution and delivery of this Agreement, the other Transaction Documents, the consummation of the Transactions (including the Merger) and in connection with other matters relating a dispute with Parent, the First Merger Surviving Entity, the Second Merger Surviving Entity, or any of their respective Affiliates (including, after the Closing, the Company and each of its Subsidiaries), it being the intention of the parties hereto that, notwithstanding anything to the Transactions. There may come a timecontrary in this Agreement or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection applicable to such Privileged Deal Communications, including after consummation of the Mergerright to waive, when the interests of the Seller Groupassert and otherwise control such attorney-client privilege, on the one handwork product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and the Companyvested solely in, on the other handsuch Designated Person; provided, may no longer however, that any such privilege or protection applicable to such Privileged Deal Communications that would be aligned transferred to or whenretained by (as applicable), for any reasonor vested solely in, the Company and its Subsidiaries in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Securityholders’ Representative. Parent agrees to the take the steps necessary, and to cause Buyer, the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to the take the steps necessary, to ensure that any such attorney-client privilege, work product protection or similar privilege or protection applicable to such Privileged Deal Communications shall survive the Closing, remain in effect and be afforded the treatment described in the immediately preceding sentence. Further, Parent and Buyer agree that they will not, and that they will cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to, knowingly and purposefully, (i) access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Securityholders’ Representative or any Seller Groupwaive the attorney-client or other privilege applicable to such Privileged Deal Communications, H▇or by otherwise asserting that Parent or any Surviving Entity has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from G▇▇▇▇▇▇ LLP or the Company believes that H▇▇▇▇▇▇▇ LLP can or should no longer represent members Procter LLP. In furtherance of the Seller Groupforegoing, on the one hand, and the Company, on the other hand. In such case, Parent and the Surviving Corporation agree that H▇▇▇▇▇▇▇ LLP (or it shall not be a breach of any successor) may represent members provision of the Seller Group in the future in connection with issues that may arise under or relate to this Agreement or the Transactions, and any claims that may be made pursuant or relating to this Agreement or the Transactions, even though the interests of the Seller Group may be directly adverse to Parent or the Surviving Corporation, and even though H▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Surviving Corporation or Parent. H▇▇▇▇▇▇▇ LLP (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, Affiliate or other Representative of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, another Transaction Document or the Transaction. Each of the parties consents thereto, and waives any conflict of interest arising therefrom, and each such party will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party 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. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or if prior to the Closing between or among the Company, the Securityholders’ Representative and/or any member of the Seller GroupCompany Securityholder, or any of them (collectively, the “Target Group”), on the one hand, and any of their attorneys or other professional advisors, on the other hand, to the extent relating to the negotiation, execution or delivery of this Agreement, the Transactions (including the Merger) and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Target Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the respective members of the Seller Group and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Parent, the Surviving Corporation or any of their respective Affiliates directors, officers employees or other representatives, takes any action to protect from access or remove from the premises of the Company (or any successor offsite back-up or assign other facilities) any Privileged Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any of the foregoing (collectively, the “Parent Group”). Accordingly, the parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Seller Group, and (ii) no member of the Parent Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. Without limiting the foregoing, the parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communication and Associated Rights from the assets, rights, privileges and benefits of the Target Group that might otherwise be transferred or assigned to any member of the Parent Group by operation of law or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or any of their respective Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation (including on behalf of its Affiliates) may assert (but not waive) the attorney-client privilege to prevent disclosure of confidential communications by H▇▇▇▇▇▇▇ LLP to such third partyPrivileged Deal Communications. (c) Parent hereby agrees, on its own behalf and on behalf of the other members of the Parent Group, from and after the Closing, that the Seller Group (i) will have the right to take possession and control of all Protected Communication effective as of the Closing and (ii) if and to the extent the Seller Group fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 8.13), the members of the Seller Group will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Parent Group from and after the Closing, during normal business hours and on not less than twenty-four (24) hours’ prior written notice. If and to the extent that, at any time from and after the Closing, any member of the Parent Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Parent Group will not, and will cause the other members of the Parent Group not to, waive such privilege or right of confidentiality without the prior written consent of the holders of a majority in interest of the former Company Shareholders (which consent may be withheld, conditioned or delayed in its sole discretion).

Consent to Representation. (a) Each of the parties Parties acknowledges and agrees, on its own behalf and on behalf of its directors, officers, shareholdersmembers, partners, employees officers, employees, and Affiliates, Affiliates that H▇G▇▇▇▇▇▇ Procter LLP currently serves as counsel to the Company, certain Company Shareholders, certain holders of Company Warrants Sellers and certain their respective Affiliates of the foregoing (individually and collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents, Ancillary Agreements and the consummation of the Transactions (including transactions contemplated by this Agreement Parent, the Merger) and in connection with other matters relating to First-Step Surviving Corporation, the Transactions. There may come a time, including after consummation of the Merger, when the interests of the Seller Group, on the one handSurviving Entity, and the Company, on the other hand, may no longer be aligned or when, for any reason, the Seller Group, H▇Company hereby agree that G▇▇▇▇▇▇ LLP or the Company believes that H▇▇▇▇▇▇▇ LLP can or should no longer represent members of the Seller Group, on the one hand, and the Company, on the other hand. In such case, Parent and the Surviving Corporation agree that H▇▇▇▇▇▇▇ Procter LLP (or any successor) may represent members (i) the Sellers or the Representative or any of their respective Affiliates or agents or any one or more of them (individually and collectively, the “Seller Group in Group”) after the future Closing in connection with issues that may arise under any dispute, litigation, claim or relate to this Agreement or the Transactions, and any claims that may be made pursuant Legal Proceeding arising out of or relating to this Agreement or Agreement, including a dispute that arises after the Transactions, even though the interests of the Seller Group may be directly adverse to Closing between Parent or the Surviving Corporationand Representative, and even though H▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Surviving Corporation or Parent. H▇▇▇▇▇▇▇ LLP (or any successorii) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, employee or Affiliate or other Representative of the Seller Group, Group in connection with any litigation, claim or obligation arising out of or relating to this Agreement, another Transaction Document or the Transactionin each case of clauses (i) and (ii) above, notwithstanding any prior representation by G▇▇▇▇▇▇ Procter LLP of any other Person. Each of the parties Parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party will Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party of the Parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties Parties have consulted with counsel or have been advised they should do so in this connection. (b) Notwithstanding anything to Parent, Merger Subs, and the contrary contained herein, the parties intend Company further agree that all communications at or prior to the Closing between or among the Company, G▇▇▇▇▇▇ Procter LLP and any member of the Seller Group, or any of them (collectively, the “Target Group”), on the one hand, and any of their attorneys or other professional advisors, on the other hand, Group to the extent relating to the negotiation, execution or delivery negotiation of this Agreement, the Transactions (including the Merger) and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Target Group (the “Associated Rights”)Seller Group, will, from and after the Closing, rest exclusively with the respective members of the Seller Group Representative and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Parent, the First-Step Surviving Corporation Corporation, the Surviving Entity or any of their respective the Affiliates or any successor or assign of any of the foregoing foregoing. (collectively, the “Parent Group”). Accordingly, the parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (ic) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Seller Group, and (ii) no member of the Parent Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. Without limiting the foregoing, the parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communication and Associated Rights from the assets, rights, privileges and benefits of the Target Group that might otherwise be transferred or assigned to any member of the Parent Group by operation of law or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation Entity or any of their respective Affiliates Subsidiaries and a third party (other than a party Party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation Entity (including on behalf of its AffiliatesSubsidiaries) may assert (but not waive) the attorney-client privilege to prevent disclosure of confidential communications by H▇G▇▇▇▇▇▇ Procter LLP to such third party. (c) Parent hereby agrees, on its own behalf and on behalf of the other members of the Parent Group, from and after the Closing; provided, that neither the Seller Group (i) will have the right to take possession and control of all Protected Communication effective as of the Closing and (ii) if and to the extent the Seller Group fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of Surviving Entity nor any of their rights under this Section 8.13), the members of the Seller Group will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Parent Group from and after the Closing, during normal business hours and on not less than twenty-four (24) hours’ prior written notice. If and to the extent that, at any time from and after the Closing, any member of the Parent Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Parent Group will not, and will cause the other members of the Parent Group not to, its Subsidiaries may waive such privilege or right of confidentiality without the prior written consent of the holders of a majority in interest of the former Company Shareholders (Representative which consent may shall not be unreasonably withheld, conditioned or delayed in its sole discretion)delayed.

Consent to Representation. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, officers, shareholdersstockholders, partners, employees officers, employees, and Affiliates, affiliates that H▇▇▇▇▇▇▇ LLP currently serves as counsel to the Company, certain and not any of its individual Company ShareholdersSecurityholders, certain holders is the client of DLA Piper LLP (US) (the “Firm”). After the Closing, it is possible that the Firm will represent the Company Warrants Securityholders, the Stockholders’ Agent and certain Affiliates of the foregoing their respective affiliates (individually and collectively, the “Seller Group”), ) in connection with the negotiationtransactions contemplated herein, preparation, execution the Escrow Amount and delivery of any claims made thereunder pursuant to this Agreement, the other Transaction Documents, the consummation of the Transactions (including the Merger) and in connection with other matters relating to the Transactions. There may come a time, including after consummation of the Merger, when the interests of the Seller Group, on the one hand, Acquirer and the Company, on the other hand, may no longer be aligned or when, for any reason, the Seller Group, H▇▇▇▇▇▇▇ LLP or the Company believes that H▇▇▇▇▇▇▇ LLP can or should no longer represent members of the Seller Group, on the one hand, and the Company, on the other hand. In such case, Parent and the Surviving Corporation hereby agree that H▇▇▇▇▇▇▇ LLP the Firm (or any successor) may represent members of the Seller Group in the future in connection with issues that may arise under or relate to this Agreement or Agreement, the Transactions, administration of the Escrow Amount and any claims that may be made thereunder pursuant or relating to this Agreement or the Transactions, even though the interests of the Seller Group may be directly adverse to Parent or the Surviving Corporation, and even though H▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Surviving Corporation or ParentAgreement. H▇▇▇▇▇▇▇ LLP The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, memberstockholder, partner, officer, employee, Affiliate representative, or other Representative affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, another Transaction Document Agreement or the Transactiontransactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party will shall cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party 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. (b) Notwithstanding anything to . Privileged and confidential communications between the contrary contained herein, Company and the parties intend that all communications at or Firm prior to the Closing between or among will become the Company, any member property of the Seller Group, or any of them (collectively, Stockholders’ Agent and the “Target Group”), on Company Securityholders following the one hand, and any of their attorneys or other professional advisors, on the other hand, to the extent relating to the negotiation, execution or delivery of this Agreement, the Transactions (including the Merger) and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Target Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the respective members of the Seller Group Closing and will not be transferreddisclosed to Purchaser without the consent of the Stockholders’ Agent; provided that, assigned, conveyed or delivered, by operation in the event of law or otherwise, to Parentany dispute between Purchaser, the Surviving Corporation or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Parent Group”). Accordingly, the parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Seller Group, and (ii) no member of the Parent Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. Without limiting the foregoing, the parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communication and Associated Rights from the assets, rights, privileges and benefits of the Target Group that might otherwise be transferred or assigned to any member of the Parent Group by operation of law or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or any of their respective Affiliates Company’s Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation (including on behalf of its Affiliates) and the Company subsidiaries may assert (but not waive) the attorney-client privilege to prevent disclosure of confidential communications by H▇▇▇▇▇▇▇ LLP the Firm, the Stockholders’ Agent or any Company Securityholder to such third party. (c) Parent hereby agrees, on its own behalf and on behalf of the other members of the Parent Group, from and after the Closing, that the Seller Group (i) will have the right to take possession and control of all Protected Communication effective as of the Closing and (ii) if and to the extent the Seller Group fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 8.13), the members of the Seller Group will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Parent Group from and after the Closing, during normal business hours and on not less than twenty-four (24) hours’ prior written notice. If and to the extent that, at any time from and after the Closing, any member of the Parent Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Parent Group will not, and will cause the other members of the Parent Group not to, waive such privilege or right of confidentiality without the prior written consent of the holders of a majority in interest of the former Company Shareholders (which consent may be withheld, conditioned or delayed in its sole discretion).

Consent to Representation. (a) Each Effective as of the parties acknowledges Closing, Parent hereby waives and agreesagrees not to assert, on its own behalf and on behalf Parent agrees to cause the Surviving Entity and each of its directorsSubsidiaries to waive and not to assert, officersany conflict of interest arising out of or relating to any representation after the Closing of the Representative, shareholdersany Seller, partnersany of their respective Affiliates or any officer, employees employee or director of the Representative, any Seller, the Company or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and Affiliatesincluding any matter regarding the negotiation, that Hexecution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP currently serves as counsel to the Company, certain Company Shareholders, certain holders of Company Warrants and certain Affiliates of the foregoing (individually and collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents, the consummation of the Transactions (including the Merger) and in connection with other matters relating to the Transactions. There may come a time, including after consummation of the Merger, when the interests of the Seller Group, on the one hand, and the Company, on the other hand, may no longer be aligned or when, for any reason, the Seller Group, H▇▇▇▇ and ▇▇▇▇ LLP or the Company believes that H▇▇▇▇▇▇▇ LLP can or should no longer represent members of the Seller Group, on the one hand, and the Company, on the any other hand. In such case, Parent and the Surviving Corporation agree that H▇▇▇▇▇▇▇ LLP (or legal counsel currently representing any successor) may represent members of the Seller Group in the future Designated Person in connection with issues that may arise under this Agreement or relate any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including the Transactionsnegotiation, and any claims that may be made pursuant execution or relating to this Agreement performance hereof or thereof) (the Transactions, even though the interests of the Seller Group may be directly adverse to Parent or the Surviving Corporation, and even though H▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Surviving Corporation or Parent. H▇▇▇▇▇▇▇ LLP (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, Affiliate or other Representative of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, another Transaction Document or the Transaction. Each of the parties consents thereto, and waives any conflict of interest arising therefrom, and each such party will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party 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“Current Representation”). (b) Notwithstanding anything Effective as of the Closing, Parent hereby agrees not to control or assert, and Parent agrees to cause the contrary contained herein, the parties intend that all communications at Surviving Entity and each of its Subsidiaries not to control or prior to the Closing between or among the Companyassert, any member of the Seller Groupattorney-client privilege, work product protection or other similar privilege or protection applicable to any of them (collectively, the “Target Group”), on the one hand, communication between any legal counsel and any of their attorneys or other professional advisors, on Designated Person during the other hand, to the extent relating to the negotiation, execution or delivery of this Agreement, the Transactions Current Representation in connection with any Applicable Matter (including the Merger) and any alternative transactions (collectively, the “Protected CommunicationDeal Communications”), and all associated rights agrees not to assertuse or rely on, waive and otherwise administer to cause the attorney-client privilege Surviving Entity and right each of confidentiality of its Subsidiaries not to use or rely on, any member of the Target Group (the “Associated Rights”)such communications, willin each case in connection with any Applicable Matter, from and after the Closing, rest exclusively including in connection with the respective members of the Seller Group and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to a dispute with Parent, the Surviving Corporation Entity or any of their respective Affiliates (including, after the Closing, the Company and each of its Subsidiaries), it being the intention of the parties hereto that, notwithstanding anything to the contrary in Section 1.3 or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person; provided, however, that any such privilege or protection that would be transferred to or retained by (as applicable), or vested solely in, the Company and its Subsidiaries in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Representative). Parent agrees to the take the steps necessary, and to cause the Surviving Entity and each of its Subsidiaries to the take the steps necessary, to ensure that any such attorney-client privilege, work product protection or similar privilege or protection shall survive the Closing, remain in effect and be afforded the treatment described in the immediately preceding sentence. Further, Parent agrees that it will not, and that it will cause the Surviving Entity not to, knowingly and purposefully, (i) access or use the Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Representative or any successor Seller waive the attorney-client or assign other privilege, or by otherwise asserting that Parent or any Surviving Entity has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Deal Communications from the Current Representation. In furtherance of the foregoing, it shall not be a breach of any provision of the foregoing (collectively, the “Parent Group”). Accordingly, the parties hereby agree that, as of immediately this Agreement if prior to the Closing, for Closing the consideration set forth herein and for other good and valuable considerationCompany, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights areRepresentative and/or any Seller, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Seller Group, and (ii) no member of the Parent Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. Without limiting the foregoing, the parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communication and Associated Rights from the assets, rights, privileges and benefits of the Target Group that might otherwise be transferred or assigned to any member of the Parent Group by operation of law or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or any of their respective Affiliates and a third party directors, officers employees or other representatives, takes any action to protect from access or remove from the premises of the Company (other than a party to this Agreement or any of their respective Affiliatesoffsite back-up or other facilities) after the Closingany Deal Communications, the Surviving Corporation (including on behalf of its Affiliates) may assert (but not waive) the attorney-client privilege to prevent disclosure of confidential communications by H▇▇▇▇▇▇▇ LLP to such third party. (c) Parent hereby agreessegregating, on its own behalf and on behalf of the other members of the Parent Groupencrypting, from and after the Closingcopying, that the Seller Group (i) will have the right to take deleting, erasing, exporting or otherwise taking possession and control of all Protected Communication effective as of the Closing and (ii) if and to the extent the Seller Group fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 8.13), the members of the Seller Group will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Parent Group from and after the Closing, during normal business hours and on not less than twenty-four (24) hours’ prior written notice. If and to the extent that, at any time from and after the Closing, any member of the Parent Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Parent Group will not, and will cause the other members of the Parent Group not to, waive such privilege or right of confidentiality without the prior written consent of the holders of a majority in interest of the former Company Shareholders (which consent may be withheld, conditioned or delayed in its sole discretion)Deal Communications.

Consent to Representation. (a) Each of the parties acknowledges and agrees, on its own behalf and on behalf of its directors, officers, shareholders, partners, employees and Affiliates, that H▇▇▇▇▇▇▇ LLP currently serves as counsel to the Company, certain Company Shareholders, certain holders of Company Warrants Shareholder and certain Affiliates of the foregoing (individually and collectively, the “Seller Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents, the consummation of the Transactions (including the Merger) and in connection with other matters relating to the Transactions. There may come a time, including after consummation of the Merger, when the interests of the Seller Group, on the one hand, and the Company, on the other hand, may no longer be aligned or when, for any reason, the Seller Group, H▇▇▇▇▇▇▇ LLP or the Company believes that H▇▇▇▇▇▇▇ LLP can or should no longer represent members of the Seller Group, on the one hand, and the Company, on the other hand. In such case, Parent and the Surviving Corporation agree that H▇▇▇▇▇▇▇ LLP (or any successor) may represent members of the Seller Group in the future in connection with issues that may arise under or relate to this Agreement or the Transactions, and any claims that may be made pursuant or relating to this Agreement or the Transactions, even though the interests of the Seller Group may be directly adverse to Parent or the Surviving Corporation, and even though H▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Surviving Corporation or Parent. H▇▇▇▇▇▇▇ LLP (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, Affiliate or other Representative of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, another Transaction Document or the Transaction. Each of the parties consents thereto, and waives any conflict of interest arising therefrom, and each such party will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party 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. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or prior to the Closing between or among the Company, any member of the Seller Group, or any of them (collectively, the “Target Group”), on the one hand, and any of their attorneys or other professional advisors, on the other hand, to the extent relating to the negotiation, execution or delivery of this Agreement, the Transactions (including the Merger) and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Target Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the respective members of the Seller Group and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Parent, the Surviving Corporation or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Parent Group”). Accordingly, the parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Seller Group, and (ii) no member of the Parent Group will have any right, title, interest or benefit in or to any of the Protected Communication or any Associated Rights. Without limiting the foregoing, the parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communication and Associated Rights from the assets, rights, privileges and benefits of the Target Group that might otherwise be transferred or assigned to any member of the Parent Group by operation of law or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or any of their respective Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation (including on behalf of its Affiliates) may assert (but not waive) the attorney-client privilege to prevent disclosure of confidential communications by H▇▇▇▇▇▇▇ LLP to such third party. (c) Parent hereby agrees, on its own behalf and on behalf of the other members of the Parent Group, from and after the Closing, that the Seller Group (i) will have the right to take possession and control of all Protected Communication effective as of the Closing and (ii) if and to the extent the Seller Group fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 8.13‎8.13), the members of the Seller Group will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Parent Group from and after the Closing, during normal business hours and on not less than twenty-four (24) hours’ prior written notice. If and to the extent that, at any time from and after the Closing, any member of the Parent Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Parent Group will not, and will cause the other members of the Parent Group not to, waive such privilege or right of confidentiality without the prior written consent of the holders of a majority in interest of the former Company Shareholders Shareholder (which consent may be withheld, conditioned or delayed in its sole discretion).