Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the

Waiver of Conflicts. Recognizing that (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may serve as counsel to the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP prior to the Closing Date of the Company. The Parties hereby (i) waive any claim they have or may have that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and the Company, the Company Equity Holders or the Company Equity Holders’ Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Company Equity Holders and may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between and/or ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. (b) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Ellenoff ▇▇ & ▇▇▇▇▇▇▇ & Schole LLP may serve as counsel to the Parent Sponsor and its Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP prior to the Closing Date of Parent. The Parties hereby (i) waive any claim they have or may have that Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and Parent Sponsor or any of its Affiliates, on the other hand, Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may represent the Parent Sponsor or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after ClosingParent, the Target Entities)Parent Sponsor or the Parent Sponsor’s Affiliates and Representatives, that from and after Closing (a) relate in any way to the Transactions, the attorney-client privilege, all other evidentiary privileges, privilege and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers the Parent Sponsor and will may be controlled by the Parent Sponsor and shall not pass to or be claimed by Parent (or the BuyerSurviving Pubco), any Target Entity Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Pubco may assert the attorney-client privilege to prevent disclosure of their Subsidiariesconfidential communications by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP to such third party; provided, and (b) however, that the Surviving Pubco may not waive such Sellers will have theprivilege without the prior written consent of the Parent Sponsor.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers of the Company Securityholders (including First Reserve and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the Company Securityholders (including First Reserve and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of Parent and the Target Entities Amalgamated Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP representing such Sellers any of the Company Securityholders (including First Reserve and/or their Affiliates its Affiliates) after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Company Securityholders (including First Reserve and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP its Affiliates) in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Company Securityholders and their Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP relating to its engagementengagement with respect to the transactions contemplated herein, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each Each of the Target Entities hereby waives, on its own behalf parties hereto acknowledges and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries directors, stockholders, partners, officers, employees, and Affiliates that the Company, and not any of its individual Company Securityholders, is the client of DLA Piper LLP (includingUS) (“Firm”). 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 Group”) in connection with the transactions contemplated herein or in the Escrow Agreement, the Escrow Amount and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Acquiror and the Company hereby agree that the Firm (or any successor) may represent the Seller Group after the Closing in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Escrow Amount and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, the Target Entities)Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesit has been carefully considered, and that the expectation parties have consulted with counsel or have been advised they should do so in this connection. The foregoing agreement and conflict of client confidence as interest waiver set forth in this Section 9.11 will become effective upon receipt by the Acquiror at the address set forth in Section 9.1, addressed to all Attorney-Client Communications belong to certain Sellers the attention of the General Counsel, of written confirmation from that Firm that: (1) it will not disclose or use any confidential information that it has obtained from the Company without the prior consent of the Acquiror and will not pass to otherwise use or be claimed disclose any such confidential information in connection with any representation of the Seller Group and (2) it will deliver the Company’s files (excluding accounting records or other internal Firm documents, e-mails or communications or drafts of any documents) upon request by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theCompany.

Waiver of Conflicts. Recognizing that Fasken ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Seller and the ELN Companies and certain Sellers and of their respective Affiliates prior to the Closingdate hereof, and that Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP intends to act as legal counsel to certain of the Seller and its Affiliates (which will no longer include the ELN Companies) after the Closing, each of the Purchaser and the ELN Companies hereby waives, on its own behalf and agrees to cause its Affiliates and the ELN Companies to waive, any conflicts that may arise in connection with Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & LLP representing the Seller or its Affiliates after the Closing as such representation may relate to the Purchaser or the ELN Companies in connection with the Contemplated Transactions. In addition, all communications involving attorney-client confidences between the Seller, the ELN Companies and their respective Affiliates, on the one hand, and Fasken ▇▇▇▇▇▇▇▇▇ LLP intends DuMoulin LLP, on the other hand, relating to act as legal counsel the negotiation, documentation and consummation of the Contemplated Transactions shall be deemed to certain Sellers be attorney-client confidences that belong solely to the Seller and their its Affiliates (which will no longer include and not the Target Entities) after the ClosingELN Companies). Accordingly, the Buyer and each ELN Companies shall not have access to any such communications or to the files of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Fasken ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers the Seller and their its Affiliates (and not the Target EntitiesELN Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities ELN Companies shall be a holder thereof, (b) to the extent that files of Fasken ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ DuMoulin LLP in respect of such engagement constitute property of the client, only such Sellers the Seller and their its Affiliates (and not the Target EntitiesELN Companies) shall hold such property rights and (c) Fasken ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities ELN Companies by reason of any attorney-client relationship between Fasken ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ DuMoulin LLP and any of the Target Entities ELN Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf and on behalf none of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the ELN Companies is waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, Contemplated Transactions) in connection with any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party litigation.

Waiver of Conflicts. Recognizing that In connection with any dispute or Proceeding arising under or in connection with this Agreement, the Col-Care Transaction, the subject matter of the CGGC Resolutions, the CGGC Circular, any ancillary agreement or the transactions contemplated hereby or thereby (collectively, the “Col-Care Transaction-Related Matters”), (a) any manager, member, officer, employee, director or shareholder of Col-Care and/or any Subsidiary thereof shall have the right, at his, her or its election, to retain any of Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Ropes & ▇▇▇▇ LLP, Stikeman Elliott LLP or any other legal counsel which represented Col-Care or any Subsidiary thereof in connection with any Col-Care Transaction-Related Matters (the “Col-Care Retained Firms”) to represent such manager, member, officer, employee, director or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the Col-Care Transaction-Related Matters, and CGGC irrevocably consents to, and irrevocably waives, and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with any such representation in any such matter, and (b) any officer, employee, director, or shareholder of CGGC shall have the right, at his, her or its election, to retain any of ▇▇▇▇▇▇▇ ▇Procter LLP, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as or any other legal counsel which represented CGGC in connection with any Col-Care Transaction-Related Matters (the “CGGC Retained Firms”) to certain Sellers and their Affiliates prior to represent such officer, employee, director, or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the ClosingCol-Care Transaction-Related Matters, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Col-Care irrevocably consents to, and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby irrevocably waives, on its own behalf and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflicts that may arise in connection conflict associated with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as any such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thematter.

Waiver of Conflicts. Recognizing Each party to this Agreement acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Venture Law Group ("VLG") is general corporate counsel for Corixa and has acted as legal counsel to certain Sellers and their Affiliates prior represented Corixa with respect to the Closingnegotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends VLG has in the past performed and may continue to act as perform legal counsel to services for certain Sellers investors in GenQuest ("Investors") and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise for GenQuest in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate matters unrelated to the Buyertransactions described in this Agreement, any Target Entity or including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions contemplated hereinand general corporate matters. In addition, all communications involving attorney- client confidences between such Sellers VLG has been requested to, and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiationhas agreed to, documentation and consummation of provide a legal opinion with respect to certain legal matters regarding the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (and not the Target Entities"Opinion"). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access each party to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, this Agreement hereby (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect acknowledges that they have had an opportunity to such engagement, and none of the Target Entities shall be a holder thereof, (b) ask for information relevant to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiariesthis disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such Sellers will have theunrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated hereby.

Waiver of Conflicts. Recognizing that ▇The Parent and the Company agree that, notwithstanding any current or prior representation of the Company by ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing”), and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends shall be allowed to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closingrepresent any Holder, the Buyer Holder Representative or any of their respective Affiliates in any matters and each disputes related to this Agreement and the transactions contemplated hereby, including the GPA Amendment, even if such matter or dispute is adverse to the Parent, the Company or the Surviving Entity (such representation in any such matter permitted by the foregoing, a “Permitted Representation”). Each of the Target Entities Parent, Merger Subsidiary and the Company (on behalf of itself and the Surviving Entity) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, (i) waives any conflicts claim that any of them have or may arise in connection with ▇have that ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing has a conflict of interest or is otherwise prohibited from engaging in such Sellers and/or their Affiliates Permitted Representation and (ii) agrees that, in the event that a dispute related to a Permitted Representation arises after the Closing as such representation may relate to between the Buyer, any Target Entity Parent or the transactions contemplated herein. In additionSurviving Entity, all communications involving attorney- client confidences between such Sellers on the one hand, and their Affiliates any Holder, the Holder Representative or any Target Entity and ▇of their Affiliates, on the other hand, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to may represent such Sellers and their Affiliates (and not the Target Entities). AccordinglyHolder, the Target Entities shall notHolder Representative or Affiliate in such dispute constituting a Permitted Representation even though the interests of such Holder, without such Sellers’ consent, have access to any such communications, the Holder Representative or Affiliate may be directly adverse to the files of ▇Parent or the Surviving Entity and even though ▇▇▇▇▇ ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company at any time prior to the Closing. The Parent and the Company each further agree (on behalf of itself and the Surviving Entity) that any and all documents in ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ’ files relating to its engagement, whether this Agreement and the transactions contemplated hereby (including any offers or not indications of interest received by the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target EntitiesCompany in connection therewith) shall be the sole holders property of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇retained by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property and shall not be delivered to the Company, the Surviving Entity or the Parent, but all other documents relating to the Company’s assets and arising out of the client, only such Sellers and their Affiliates (and not representation of the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ Company by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP , for periods prior to the Closing, shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any remain the property of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Company and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, shall be delivered to Parent and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to Surviving Entity at or be claimed by promptly following the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theClosing.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of shares of Company Common Stock and their Affiliates prior to the Closingdate hereof, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Company Common Stock and their Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or any direct or indirect holders of the Company Common Stock or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation and its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Common Stock, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in , on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or their respective Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and the Company or any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theotherwise.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Sellers Counsel”) has acted as legal counsel to certain the Sellers and their respective Affiliates prior to the Closing in connection with the transactions contemplated by this Agreement. The parties recognize the community of interest that exists and will continue to exist until the Closing, and the parties agree and acknowledge that such community of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) neither the Parent nor any Oceanbulk Company shall seek to have any Sellers Counsel disqualified from representing Seller or its Affiliates (or any other equityholder of Seller) in any dispute (whether in contract or tort) that may arise between an Oceanbulk Company or its Affiliates formerly represented by Sellers Counsel, on the one hand, and Seller or its Affiliates (or any other equityholder of Seller), on the other hand, based upon, arising out of or related to this Agreement or any of the transactions contemplated by this Agreement in whole or in part and (b) in connection with any dispute that may arise between an Oceanbulk Company or its Affiliates formerly represented by Sellers Counsel, on the one hand, and Seller or its Affiliates (or any other equityholder of Seller), on the other hand, Seller and its Affiliates shall have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between an Oceanbulk Company or its Affiliates formerly represented by Sellers Counsel or Seller and its Affiliates, on the one hand, and any Sellers Counsel, on the other hand, that occurred on or prior to the Closing, and provided that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends the foregoing shall not extend to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity communication or the transactions contemplated herein. In addition, all communications file not involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions Transactions or the matters contemplated hereby hereby. The covenants contained in this Section 12.19 are intended to be for the benefit of, and shall be enforceable by, Sellers Counsel and its legal representatives and shall not be deemed exclusive of any other rights to be attorney-client confidences that belong solely to such which Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagementCounsel is entitled, whether or not the Closing shall have occurred. Without limiting the generality of the foregoingpursuant to law, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities contract or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to the Closingdate hereof, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or any direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation and its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP , on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or their respective Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (ai) such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and the Company or any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theotherwise.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇") has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Common Stock and certain of their respective Affiliates prior to the Closingdate hereof, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Common Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the ClosingEffective Time, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or any direct or indirect holders of the Company Common Stock or their Affiliates after the Closing Effective Time as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation or its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Common Stock, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP , on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or its Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall hold such property rights rights, and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇and the Company or any of its Subsidiaries or otherwise. This Section 8.8 will be irrevocable, and no term of this Section 8.8 may be amended, waived or modified, without the prior written consent of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP has acted as legal counsel to certain Sellers Seller and their Affiliates the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP relating to its engagement, whether or not the Closing shall have occurred. , and Buyer will not, and will cause each of its Affiliates no to, use any attorney-client communications remaining in the records of any of the Group Companies after the Closing in a manner that may be adverse to Seller or any of Seller’s Affiliates. (b) Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP and Matrix Private Equities, Inc. in respect of such engagement constitute property only of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ McGuireWoods LLP and any of the Target Entities Group Companies or otherwise. The Furthermore, Buyer further agrees, on its own behalf and on behalf of each of its Subsidiaries (including, after Closing, the Target Entities)Affiliates, that from in the event of a post-Closing dispute between Seller or Seller’s Affiliate on the one hand and after Closing (a) any of the Group Companies on the other arising out of or relating to any matter in which McGuireWoods LLP jointly represented both parties, neither the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as confidence, nor any right to all Attorney-Client Communications belong any other evidentiary privilege will protect from disclosure to certain Sellers and will not pass to Seller or be claimed by Seller’s Affiliates any information or documents developed or shared during the Buyer, any Target Entity or any course of their Subsidiaries, and (b) such Sellers will have theMcGuireWoods LLP’s joint representation.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the Buyer and each of Buyer, Parent Guarantor and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their the Seller, its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the[Signature page follows]

Waiver of Conflicts. Recognizing (a) Notwithstanding that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇Seller and the Company and its Subsidiaries have been represented by ▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers (the “Firm”) in the preparation, negotiation and their Affiliates prior execution of this Agreement and the related agreements (“Transaction Agreements”), each of Buyer and the Company agrees that after the Closing the Firm may represent Seller and/or its affiliates in all matters related to the ClosingTransaction Agreements, including in respect of any indemnification claims pursuant to the Transaction Agreements. Each of Buyer and the Company hereby acknowledges, on behalf of itself and its affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. (b) Each of Buyer and the Company hereby acknowledges, on behalf of itself and its affiliates, that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act the Firm has represented the Company and its Subsidiaries in connection with the transactions contemplated by the Transaction Agreements. Such parties agree that any attorney-client privilege, attorney work-product protection and expectation of client confidence attaching as legal counsel to certain Sellers a result of the Firm’s representation of the Company and their Affiliates (which will no longer include its Subsidiaries in connection with the Target Entities) transactions contemplated by the Transaction Agreements, and all information and documents covered by such privilege or protection shall, after the Closing, belong to and be controlled solely by Seller and may only be waived by Seller. To the extent that Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In additionCompany has, all communications involving attorney- client confidences between such Sellers and their Affiliates receives or takes physical possession of any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, privileged or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and protected material covered by this Section 8.4 after the Closing, such physical possession or receipt shall not, in any way, be deemed a waiver by Seller or the Company or any of its Subsidiaries of the privileges or protections described in this section. (ac) In the event that a dispute arises between Buyer or the Company and a third party other than Seller, and such Sellers and their Affiliates (and not dispute relates to a matter for which Buyer may seek recovery pursuant to the Target Entities) terms of this Agreement, Buyer or the Company shall be the sole holders of assert the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, Seller to prevent disclosure of privileged materials to such third party and such privilege may be waived only with the Target Entities), that from and after Closing (a) prior written consent of the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theSeller.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇(a) Parent agrees, on its own behalf and on behalf of any of its Subsidiaries and affiliates, that, following the Closing, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers (“Skadden”) and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Chance LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ “▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing Chance”) may serve as such representation may relate counsel to the BuyerCompany Investors and their affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any Target Entity litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated herein. In additionby this Agreement (collectively, all communications involving attorney- client confidences between such Sellers the “Relevant Matters”) notwithstanding any representation by Skadden and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Chance prior to the Closing of the Company and/or any of the Company Subsidiaries. Parent and the Surviving Entity (on behalf of itself and the Company Subsidiaries) hereby, effective as of the Closing (a) waive any claim they have or may have that either Skadden and ▇▇▇▇▇▇▇▇ LLP Chance has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the course event that a dispute arises after the Closing between Company Investors or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, in connection with the Relevant Matters, Skadden and ▇▇▇▇▇▇▇▇ Chance may represent the Company Investors or any of its affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent or the Surviving Entity and even though Skadden and ▇▇▇▇▇▇▇▇ Chance may have represented the Surviving Entity or the Company Subsidiaries in a matter substantially related to such dispute. Parent represents that Parent’s own attorney has explained and helped Parent evaluate the implications and risks of waiving the right to assert a future conflict against Skadden and ▇▇▇▇▇▇▇▇ Chance, and Parent’s consent with respect to this waiver is fully informed. Parent (on behalf of itself, the Surviving Entity and the Company Subsidiaries) also further agrees that, as to all communications among Skadden and/or ▇▇▇▇▇▇▇▇ Chance and Parent, the Surviving Entity, the Company Subsidiaries, and the Company Investors or any of its affiliates and Representatives, that relate in any way to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates by this Agreement (and not the Target Entities“Privileged Communications”). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as belongs to all Attorney-Client Communications belong to certain Sellers the Company Investors and may be controlled by the Company Investors and will not pass to or be claimed by Parent, the Buyer, any Target Surviving Entity or any of the Company Subsidiaries or any of their Subsidiariesrespective affiliates or Representatives. In addition, all of the client files and records in the possession of Skadden and ▇▇▇▇▇▇▇▇ Chance related to this Agreement and the Transactions, and that constitute Privileged Communications will continue to be property of (band be controlled by) the Company Investors; provided, that, to the extent that any such Sellers will have thefiles or other materials which relate to any matter with respect to which counsel was engaged by the Surviving Entity or any Company Subsidiary and contain information that does not relate to the negotiation, documentation and consummation of the transaction contemplated by this Agreement, such information shall remain with Parent and the Surviving Entity. Notwithstanding the foregoing, (x) nothing shall limit, and the Company Investors agree, in its own capacity and on behalf of the Company Investor Equity Holders, not to object to, Skadden and/or ▇▇▇▇▇▇▇▇ Chance representing Parent or Surviving Entity and its respective Subsidiaries at any time and shall not raise or assert any conflict of interest or any other objection to such representation and (y) in the event that a dispute arises between Company or any of the Company Subsidiaries and a third party other than a party to this Agreement after the Closing, Company and the Company Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications by Skadden and ▇▇▇▇▇▇▇▇ Chance or any of the Company Investors to such third party.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby (i) waives, on its own behalf and agrees to cause its controlled Affiliates to waive, waive any conflicts claim they have or may have that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing has a conflict of interest or is otherwise prohibited from engaging in such Sellers and/or their Affiliates representation and (ii) agree that, in the event that a dispute arises after the Closing as such representation may relate to the Buyerbetween a Group Company and Seller or one of its Affiliates, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may represent Seller or its Affiliates (which will no longer include the Group Companies) in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Group Company and even though ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may have represented a Group Company in a matter substantially related to such dispute. In addition, all communications involving attorney-client confidences between the Seller, its Affiliates or any Group Company and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing Parent and the Company agree that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇Parent shall not, and shall cause the Company not to, seek to have ▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to (“Cooley”) disqualified from representing the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waiveHolder Representative, any conflicts Holder or any of their respective Affiliates in connection with any dispute that may arise between the Holder Representative, any Holder or any of their respective Affiliates, on the one hand, and Parent, the Parent Indemnified Parties or any of their respective Affiliates, on the other, in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity this Agreement or the transactions contemplated hereinhereby. In additionconnection with any such dispute that may arise between the Holder Representative, all communications involving attorney- client confidences between such Sellers and their Affiliates any Holder or any Target Entity of their respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Parent, the Parent Indemnified Parties or any of their respective Affiliates, on the other, in the course of the negotiation, documentation and consummation of connection with this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates hereby, the Holder Representative (and not Parent or the Target Entities). Accordingly, Company) shall have the Target Entities shall not, without such Sellers’ consent, have access right to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, decide whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of to waive the attorney-client privilege (the “Retained Privilege”) that may apply to any communications between the Company and Cooley that occurred before the Closing; provided, that, for the avoidance of doubt, the forgoing shall not extend to any communication not involving this Agreement, the Merger or any other agreements or transactions contemplated hereby, or to communications with respect to such engagementany Person other than Cooley; provided, and none of the Target Entities further, that nothing in this Section 10.20 shall be construed as a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason waiver of any attorney-client relationship privilege. Notwithstanding the foregoing, in the event that a dispute arises between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Company and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closingother person, the Target Entities), that from and after Closing (a) Company may assert the attorney-client privilege, all privilege to prevent disclosure to such other evidentiary privileges, person of confidential communications between Cooley and the expectation Company. Nothing in this Section 10.20 shall be construed as a waiver of client confidence as any privilege controlled by Parent, Merger Sub or the Company after the Closing (which for the avoidance of doubt excludes the Retained Privilege), nor shall anything herein be construed to all Attorney-Client Communications belong permit Cooley to certain Sellers and will not pass communicate to or be claimed by the BuyerHolder Representative, any Target Entity Holder or any of their Subsidiariesrespective Affiliates after the Closing any information subject to a privilege controlled by Parent, Merger Sub, or the Company (which for the avoidance of doubt excludes the Retained Privilege). Notwithstanding any other provision herein, this Section 10.20 shall be irrevocable, and (b) such Sellers will have theno term of this Section 10.20 may be amended, waived or modified, without the prior written consent of the Holder Representative and Cooley. The remainder of this page is intentionally left blank.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP has acted as legal counsel to certain Sellers and the Members, their Affiliates and the Company and its Subsidiaries prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP intends to act as legal counsel to certain Sellers the Members and their Affiliates (which will no longer include the Target Entities) after the Closing, each of the Buyer Parent Parties and the Company and each of the Target Entities hereby its Subsidiaries waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP representing such Sellers the Members and/or their Affiliates after the Closing as such representation may relate to the BuyerParent Parties, the Company or any Target Entity of its Subsidiaries or the transactions contemplated hereinherein(the “Engagement”). In addition, all communications involving attorney- attorney-client confidences between such Sellers and the Members, their Affiliates or the Company or any Target Entity of its Subsidiaries and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall Transactions (the “Scope”) shall, subject to the last sentence of this paragraph, be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities)Members. Accordingly, subject to the Target Entities last sentence of this paragraph, neither the Company nor any of its Subsidiaries shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP relating to its engagementwithin the Scope, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, subject to the last sentence of this paragraph, upon and after the Closing, (ai) such Sellers the Members and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagementcommunications and files within the Scope, and none neither Company nor any of the Target Entities its Subsidiaries shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇& Bird LLP within the Scope constitute property of the client, only the Members and their Affiliates shall hold such property rights and (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company or any of its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf any of its Subsidiaries (including, after Closingor otherwise relating to the Engagement. Notwithstanding the foregoing, the Target Entities)Company and its Subsidiaries shall be afforded access to the communications and files within the Scope in connection with defending any Third Party Claims in which there is not a conflict of interest between the Members and the Parent Parties to the extent that such access would not jeopardize any attorney-client or other legal privilege, that from and after Closing (a) including the attorney-client privilege or the attorney work product privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the. [Signatures appear on following page(s).]

Waiver of Conflicts. Recognizing (a) Each party to this Agreement acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇ (i) one or more of the Group Companies, Sellers or their respective Affiliates have retained ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends (“Law Firm”) to act as legal their counsel to certain Sellers in connection with the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents and related agreements, and the consummation of the transactions contemplated by this Agreement) as well as other past and ongoing matters, (ii) Law Firm has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and (iii) no Person other than the Group Companies, Sellers, or their respective Affiliates (which as applicable) has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. Parent and Merger Sub hereby (A) waive and will no longer include the Target Entities) not assert, and will cause each of their respective Affiliates (including, after the Closing, the Buyer Group Companies) to waive and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waivenot assert, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates conflict of interest relating to Law Firm’s representation after the Closing of the Group Companies, Sellers or their respective Affiliates (as such representation may relate to the Buyer, applicable) in any Target Entity or matter involving the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of by this Agreement (including the negotiation, documentation preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers by this Agreement), including in any litigation, arbitration, mediation or other Proceeding, and (B) consents to, and will cause each of their respective Affiliates (and not the Target Entities). Accordinglyincluding, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (athe Group Companies) to consent to, any such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, representation. (b) Parent and Merger Sub agree that, after the Closing, none of Parent, Merger Sub or their Affiliates will have any right to access or control any Attorney-Client Communications, which will be the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not be controlled by) the Target Entities) shall hold such property rights Sellers or any of their respective Affiliates, as applicable. In addition, Parent and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever Merger Sub agree that it would be impractical to reveal or disclose any such remove all Attorney-Client Communications from the books and records (including e-mails and other electronic files) of the Group Companies. Accordingly, Parent and Merger Sub will not, and will cause each of their respective Affiliates (including, after the Closing, the Group Companies) not to, use any Attorney-Client Communication remaining in the books and records of the Group Companies after the Closing in a manner that may be adverse to the Sellers or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP their respective Affiliates. (c) Parent and any of the Target Entities or otherwise. The Buyer further agreesMerger Sub agree, on its own behalf of themselves and on behalf of its Subsidiaries their respective Affiliates (including, after the Closing, the Target EntitiesGroup Companies), that from and after the Closing (ai) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain the Sellers or their respective Affiliates, as applicable, and will not pass to or be claimed by the Buyer, any Target Entity Parent or Merger Sub or any of their Subsidiariesrespective Affiliates and (ii) the Sellers or their Affiliates, as applicable, will have the exclusive right to control, assert or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Parent and Merger Sub will not, and will cause each of their respective Affiliates not to, (bx) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication or (y) take any action which would reasonably be expected to cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute. Furthermore, Parent and Merger Sub agree, on behalf of themselves and on behalf of each of their respective Affiliates (including, after the Closing, the Group Companies), that in the event of a dispute between Sellers or any of their Affiliates, on the one hand, and Parent, Merger Sub, the Group Companies or their respective Affiliates, on the other hand, arising out of or relating to any matter in which Law Firm jointly represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will have theprotect from disclosure to any Seller or their respective Affiliates any information or documents developed or shared during the course of Law Firm’s joint representation.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Company and certain Sellers of the Equityholders and certain of their respective Affiliates prior to the ClosingClosing in connection with the Transactions (the “Prior Representation”), and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the Equityholders and certain of their respective Affiliates (which will no longer include the Target EntitiesSurviving LLC) after the Closing, the Buyer and each of Parent and the Target Entities Company hereby waiveswaives and agrees not to assert, on its own behalf and agrees to cause its Affiliates to waivewaive and not to assert, any conflicts that may arise as a consequence of the Prior Representation in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or the Equityholders and certain of their respective Affiliates after the Closing as such in connection with a representation may relate relating to Parent, the Buyer, any Target Entity Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers and the Equityholders, their Affiliates or any Target Entity the Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions (the “Privileged Deal Materials”) shall be deemed to be attorney-client confidences that belong solely to such Sellers the Equityholders and their Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company and Parent shall not, without such Sellers’ consent, have not be entitled to request access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the Equityholders and their Affiliates (and not the Target EntitiesSurviving LLC) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or the Target Entities Surviving LLC shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the Equityholders and their Affiliates (and not the Target EntitiesSurviving LLC) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of Parent or the Target Entities Surviving LLC by reason of any attorney-client relationship between ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and the Surviving LLC or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Merger Subs, and the Company, on the one hand, and a Person other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and to the Company. Except as to the Privileged Deal Materials, any other pre-Closing privileged communications maintained by the Company shall be the sole property of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theSurviving LLC.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Company, its Subsidiaries and certain Sellers and their Affiliates of the Stockholders prior to the ClosingClosing with respect to various matters, including the transactions contemplated hereby and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act by acting as legal counsel to certain Sellers of the Stockholders with respect to their investment in the Company, and may continue following the Closing to represent certain of the Stockholders with respect to various matters, including the transactions contemplated hereby and by acting as legal counsel to certain of the Stockholders with respect to their Affiliates (which will no longer include investment in the Target Entities) after Company. Each of the Closingparties hereto, the Buyer on behalf of themselves and each of the Target Entities their respective Affiliates, hereby waives, on its own behalf and agrees to cause its Affiliates to waive, waives any conflicts of interest that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the representation by Ropes & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after of the Closing as such representation Company, its Subsidiaries or any of the Stockholders with respect to any matters which have already occurred or which may relate to arise in the Buyerfuture, any Target Entity or including the transactions contemplated hereinhereby and by acting as legal counsel to certain of the Stockholders with respect to their investment in the Company. In addition, all All communications involving attorney- which involve attorney-client confidences and which have arisen or may arise in the future between such Sellers and their Affiliates the Company or any Target Entity of its Subsidiaries, on the one hand, and ▇▇Ropes & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in LLP, on the course of other hand and which involve the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be confidences which belong solely to the Equityholder Representative, and no other Person shall have any access thereto. Furthermore, all communications which involve attorney-client confidences and which have arisen or may arise in the future with respect to any representation by Ropes & ▇▇▇▇ LLP of any Stockholder with respect to such Stockholder’s investment in the Company (including any which may have arisen or which may in the future arise in connection with the transactions contemplated hereby) shall be deemed to be attorney-client confidences that belong solely to such Sellers Stockholder, and their Affiliates (and not no other Person shall have any access thereto. No term of this Section 10.16 may be amended, waived or modified without the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files prior written consent of ▇▇Ropes & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub, the Surviving Corporation or any of their Affiliates, on the one hand, and a third party (other than an Equityholder or its Affiliates), on the other hand, after the Closing, Parent (including, effective as of the Closing, on behalf of Merger Sub, the Surviving Corporation, or any of their Affiliates) may assert the attorney-client privilege to prevent disclosure of confidential communications by Ropes & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagementthird party; provided, and none of the Target Entities shall be a holder thereofthat, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the clientneither Parent, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after ClosingMerger Sub, the Target Entities)Surviving Corporation, that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Company nor any of their Subsidiaries, and (b) Affiliates may waive such Sellers will have theprivilege without the prior written consent of the Equityholder Representative.

Waiver of Conflicts. Recognizing Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that 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 Group”) in connection with the transactions contemplated herein or in any claims made pursuant to this Agreement. Acquiror and the Company hereby agree that the Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement and any claims that may be made hereunder. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the Parties 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 acknowledges that 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 this connection. Communications between the Company and the Firm relating to the negotiation and execution of this Agreement, the Option Agreement, the Development Agreement and the License Agreement (as defined in the Option Agreement) (but, for the avoidance of doubt, not communications between the Company and the Firm relating to the Product) will become the property of the Securityholders’ Representative Committee and the Company Securityholders following the Closing and will not be disclosed to Acquiror without the consent of the Securityholders’ Representative Committee. [SIGNATURE PAGE NEXT] [*] Confidential treatment requested. 102 CONFIDENTIAL TREATMENT REQUESTED IN WITNESS WHEREOF, Acquiror, Sub, the Company and Securityholders’ Representative Committee have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior VP, Chief Financial Officer and Treasurer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior VP, Chief Financial Officer and Treasurer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends 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 CONFIDENTIAL TREATMENT REQUESTED Pursuant to act as legal counsel to certain Sellers Section 251 of the Delaware General Corporation Law, Mpex Pharmaceuticals, Inc. (“Mpex”), a corporation organized and their Affiliates existing under the Delaware General Corporation Law (which will no longer include the Target Entities) after “General Corporation Law”), and Axcan Lone Star Inc. (“Sub”), a corporation organized and existing under the ClosingGeneral Corporation Law, the Buyer hereby certify that: FIRST: The name and state of incorporation of each of the Target Entities hereby waivesconstituent corporations are Mpex Pharmaceuticals, on its own behalf Inc., a Delaware corporation organized and agrees to cause its Affiliates to waiveexisting under the General Corporation Law, any conflicts that may arise 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 each of Mpex and Sub in connection accordance with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers requirements of Sections 228 and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course 251 of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities)General Corporation Law. Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) THIRD: Mpex shall be the sole holders of surviving corporation in the attorney-client privilege with respect to such engagementmerger (the “Surviving Corporation”) under the name “Mpex Pharmaceuticals, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theInc.”.

Waiver of Conflicts. Recognizing that each of Milbank LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Milbank LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends Advogados intend to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the each of Buyer and each of the Target Entities Sellers hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Milbank LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers and Sellers, their respective Affiliates or any Target Entity the Company and Milbank LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to such Sellers and their respective Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company shall not, without such Sellers’ consent, have access to any such communicationsPrivileged Communications, or to the files of Milbank LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their respective Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such the Privileged Communications and the related engagement, and none of the Target Entities Company shall not be a holder thereof, (b) to the extent that files of Milbank LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados in respect of such engagement constitute property of the client, only such Sellers and their respective Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (c) neither Milbank LLP nor ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados shall have no any duty whatsoever to reveal or disclose any such Attorney-Client Privileged Communications or files to any of the Target Entities Company by reason of any attorney-client relationship between Milbank LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Advogados and any of the Target Entities Company or otherwise. The Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Buyer further agreesor its Affiliates (including the Company), on its own behalf the one hand, and on behalf of its Subsidiaries a third party (including, after Closing, the Target Entitiesother than any Seller), that from on the other hand, Buyer and after Closing its Affiliates (aincluding the Company) may assert the attorney-client privilegeprivilege to prevent disclosure of Privileged Communications to such third party; provided, all other evidentiary privilegeshowever, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or that neither Buyer nor any of their Subsidiaries, and its Affiliates (bincluding the Company) may waive such Sellers will have theprivilege without the prior written consent of Sellers.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and certain of their Affiliates prior to the Closingdate of this Agreement, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target EntitiesTransferred Companies) after the Closing, the Buyers and Buyer Guarantor hereby waive and each of the Target Entities hereby waives, on its own behalf and agrees agree to cause its their Affiliates (including, after the Closing, the Transferred Companies) to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP representing such any of Sellers and/or or their Affiliates after the Closing as such representation may relate to Buyers, Buyer Guarantor, the BuyerTransferred Companies, any Target Entity or the transactions contemplated hereinby this Agreement. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates or any Target Entity (including, prior to the Closing, the Transferred Companies), on the one hand, and ▇▇Ropes & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in LLP, on the course of other hand, relating exclusively to the negotiation, documentation documentation, and consummation of the transactions contemplated hereby shall by this Agreement (the “Sale Engagement Attorney-Client Communications”) will be deemed to be attorney-client confidences that belong solely exclusively to such Sellers and their Affiliates (and not excluding, after the Target EntitiesClosing, the Transferred Companies). Accordingly, none of Buyers, Buyer Guarantor, or any of their Affiliates (including the Target Entities shall not, without such Sellers’ consent, Transferred Companies) will have access to any such communications, the Sale Engagement Attorney-Client Communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurredSale Engagement Attorney-Client Communications from and after the Closing. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers and their Affiliates (and not excluding the Target EntitiesTransferred Companies) shall will be the sole holders of the attorney-client privilege with respect to such engagementthe Sale Engagement Attorney-Client Communications, and none of the Target Entities shall Transferred Companies will be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP in respect of such engagement the Sale Engagement Attorney-Client Communications constitute property of the client, only such Sellers and their Affiliates (and not excluding the Target EntitiesTransferred Companies) shall will hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP shall will have no duty whatsoever to reveal or disclose any such Sale Engagement Attorney-Client Communications or files to any of the Target Entities Transferred Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Transferred Companies or otherwise. The 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 further agreesGuarantor; 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 its own behalf the one hand, and any of Buyers, Buyer Guarantor, and/or their Affiliates (including the Transferred Companies) on behalf the other hand. To the extent that any of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) Sellers or their respective Affiliates waives the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as privilege with regard to all a Sale Engagement Attorney-Client Communications belong to certain Sellers and Communication, this provision will not pass prevent Buyers or Buyer Guarantor from obtaining access to or such information. This Section 9.15 will be claimed by the Buyer, any Target Entity or any of their Subsidiariesirrevocable, and (b) such Sellers will have theno term of this Section 9.15 may be amended, waived, or modified, without the prior written consent of Ropes & ▇▇▇▇ LLP.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and Sellers, their Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or any of the transactions contemplated hereinby this Agreement or any of the Ancillary Documents. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their any Seller, any of its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers and their Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and any of the Group Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Group Companies or any of their Affiliates and a third party (other than a Party or any of its Affiliates) after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential attorney-client communications by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“V&E”) has acted as legal counsel to certain Sellers and their Affiliates the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ V&E may act as legal counsel to Parent, the Surviving Company and one or more of its Subsidiaries after the Closing, each of Parent and the Surviving Company (including on behalf of the Surviving Company’s Subsidiaries) hereby waives, on its own behalf, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with V&E’s representing Parent, the Surviving Company or any of its Subsidiaries after the Closing. In addition, all communications involving attorney-client confidences by or among the Group Companies and its Affiliates in the course of the negotiation, documentation and consummation of the transactions contemplated hereby will be deemed to be attorney-client confidences that belong solely to the Company. Accordingly, Parent and the Surviving Company, as the case may be, will not have access to any such communications, or to the files of V&E relating to such engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Company will be the sole holder of the attorney-client privilege with respect to such engagement, and none of Parent, the Surviving Company and its Subsidiaries will be a holder thereof, (b) to the extent that files of V&E in respect of such engagement constitute property of the client, only the Company and its Affiliates (and not Parent, the Surviving Company or any of its Subsidiaries) will hold such property rights, and (c) V&E will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, the Surviving Company or any of its Subsidiaries by reason of any attorney-client relationship between V&E and any of the Group Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Company or any of its Subsidiaries and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, Parent and the Surviving Company (including on behalf of its Subsidiaries) may assert the attorney-client privilege to prevent disclosure of confidential communications by V&E to such third party; provided, however, that neither Parent, the Surviving Company nor any of its Subsidiaries may waive such privilege without the prior written consent of the Company. (b) Recognizing that Sidley Austin LLP (“Sidley”) and Ellenoff ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Schole LLP intends (“EGS”) has each acted as legal counsel to Parent, Merger Sub, Sponsor, certain Parent Securityholders and certain of their respective Affiliates prior to the Closing, and that Sidley and EGS may act as legal counsel to Parent, the Surviving Company and one or more of its Subsidiaries, Sponsor, certain Sellers Parent Securityholders and certain of their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Surviving Company’s Subsidiaries) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP each of Sidley’s and EGS’ representing such Sellers and/or Parent, Merger Sub, the Surviving Company or any of its Subsidiaries, Sponsor, any Parent Securityholder and any of their respective Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated hereinClosing. In addition, all communications involving attorney- attorney-client confidences between such Sellers and by or among Parent, Merger Sub, Sponsor, Parent Securityholders or their respective Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall will be deemed to be attorney-client confidences that belong solely to Sponsor, such Sellers and their Affiliates Securityholder or such Affiliate (and not to Parent, the Target EntitiesSurviving Company or any of its Subsidiaries). Accordingly, Parent and the Target Entities shall notSurviving Company, without such Sellers’ consentas the case may be, will not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Sidley or EGS relating to its such engagement, whether or not the Closing shall will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Sponsor or the applicable Parent Securityholder and their its Affiliates (and not Parent, the Target EntitiesSurviving Company or any of its Subsidiaries) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent, the Target Entities shall Surviving Company and its Subsidiaries will be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP each of Sidley and EGS in respect of such engagement constitute property of the client, only such Sellers and Sponsor, the applicable Parent Securityholder or their respective Affiliates (and not Parent, the Target EntitiesSurviving Company or any of its Subsidiaries) shall will hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall each of Sidley and EGS will have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to Parent after the Closing and before or after the Closing, the Surviving Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Sidley and EGS (as applicable) and Parent and Merger Sub before the Closing and after the Closing, the Surviving Company and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on in the event that a dispute arises between Parent, the Surviving Company or any of its own behalf Subsidiaries and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, Parent and the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aSubsidiaries) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by Sidley and EGS to such third party; provided, all other evidentiary privilegeshowever, and that neither Parent, the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiaries, and (b) its Subsidiaries may waive such Sellers will have theprivilege without the prior written consent of Sponsor.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller, its Affiliates and their Affiliates the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP relating to its the engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP has and The ▇▇▇▇▇▇ Law Firm, PLLC have acted as legal counsel to Seller, certain Sellers of Seller’s Affiliates and their Affiliates direct and indirect equity holders (including ▇▇▇▇▇▇▇▇▇▇▇ Equity Partners, LLC and its Affiliates), and the Company prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP intends and The ▇▇▇▇▇▇ Law Firm, PLLC intend to act as legal counsel to Seller and certain Sellers of Seller’s Affiliates and their Affiliates direct and indirect equity holders (which will no longer include the Target Entitiesincluding ▇▇▇▇▇▇▇▇▇▇▇ Equity Partners, LLC and its Affiliates) after the Closing, the Buyer and each of the Target Entities Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates (including, following the Closing, the Company) to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and/or The ▇▇▇▇▇▇ Law Firm, PLLC representing such Sellers any of Seller and/or their Seller’s Affiliates or direct and indirect equity holders (including ▇▇▇▇▇▇▇▇▇▇▇ Equity Partners, LLC and its Affiliates) after the Closing as such representation may relate to Purchaser and the Buyer, any Target Entity or Company with respect to the transactions contemplated hereinherein or the other Transaction Documents. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their any of Seller or Seller’s Affiliates or any Target Entity and direct or indirect equity holders (including ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Equity Partners, LLC and its Affiliates) in the course of the negotiation, documentation and consummation of the transactions contemplated hereby and by the other Transaction Documents shall be deemed to be attorney-client confidences that belong solely to Seller and such Sellers Affiliates and their Affiliates direct and indirect equity holders (and not Purchaser or its Affiliates (including, following the Target EntitiesClosing, the Company)). Accordingly, neither Purchaser nor, following the Target Entities Closing, the Company shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or The ▇▇▇▇▇▇ Law Firm, PLLC relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its applicable Affiliates and direct and indirect equity holders (including ▇▇▇▇▇▇▇▇▇▇▇ Equity Partners, LLC and not the Target Entitiesits Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or its Affiliates (including, following the Target Entities Closing, the Company) shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or The ▇▇▇▇▇▇ Law Firm, PLLC in respect of such engagement constitute property of the client, only such Sellers Seller and/or Seller’s applicable Affiliates and their Affiliates direct and indirect equity holders (including ▇▇▇▇▇▇▇▇▇▇▇ Equity Partners, LLC and not the Target Entitiesits Affiliates) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and The ▇▇▇▇▇▇ Law Firm, PLLC shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of Purchaser or its Affiliates (including, following the Target Entities Closing, the Company) by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or The ▇▇▇▇▇▇ Law Firm, PLLC and any of Seller or the Target Entities Company or otherwise. The Buyer further agreesNothing herein shall be deemed to constitute a waiver of any conflicts, on its own behalf and on behalf of its Subsidiaries (includingattorney-client confidences, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all or the ownership of any communications related thereto with respect to the representation of the Company by ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or The ▇▇▇▇▇▇ Law Firm, PLLC relating to matters other evidentiary privilegesthan those associated with the negotiation, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers transactions contemplated hereby and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theother Transaction Documents.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers the Company, the Stockholders and their Affiliates the Stockholders’ Agent prior to the Closing, and that ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers the Stockholders, the Stockholders’ Agent and their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities Purchaser, the Survivor 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 ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or the Stockholders, the Stockholders’ Agent and their Affiliates after the Closing as such representation may relate to the BuyerPurchaser, any Target Entity the Survivor, the Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Stockholders, the Stockholders’ Agent, the Company and their respective Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the Stockholders and their respective Affiliates (and not the Target EntitiesPurchaser, Survivor or Company). Accordingly, the Target Entities Purchaser and Survivor shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the Stockholders and their respective Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of neither the Target Entities Purchaser nor Survivor shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the Stockholders and their respective Affiliates (and not the Target EntitiesPurchaser or Survivor) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Purchaser or the Survivor by reason of any attorney-client relationship between ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ Procter LLP (“▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ”) has acted as legal counsel to certain Sellers of the Company Securityholders and their the Company and its Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Company Securityholders after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers any of the Company Securityholders, the Securityholder Representative and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Parent or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Company Securityholders and their its Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers Company Securityholders and their Affiliates (and not the Target EntitiesParent or the Surviving Company). Accordingly, the Target Entities Parent and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesParent or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Parent or the Surviving Company shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesParent or the Surviving Company) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Parent or the Surviving Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇and the Parent or Surviving Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Parent or the Surviving Company and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of the Parent) may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any to such third party; provided, however, that neither the Surviving Company nor the Parent may waive such privilege without the prior written consent of the Target Entities or otherwise. The Buyer further agreesSecurityholder Representative, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theCompany Securityholders.

Waiver of Conflicts. Recognizing that ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates the Group Companies prior to the Closing, and that ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers the Stockholders’ Representative and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, Parent, Merger Sub and the Buyer and Company each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates (including the Surviving Corporation and its Subsidiaries after Closing) to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers the Stockholders’ Representative and/or their its Affiliates (or any of the other Company Stockholders) after the Closing as such representation may relate to the BuyerParent, Merger Sub, any Target Entity Group Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- client confidences between such Sellers and their the Stockholders’ Representative, its Affiliates or any Target Entity Group Company and ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers the Stockholders’ Representative and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, none of the Target Entities shall notGroup Companies shall, without such Sellersthe Stockholders’ Representative’s consent, have access to any such communications, or to the files of ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the Stockholders’ Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the Stockholders’ Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇D▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, waives any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G representing such Sellers any of the Securityholders (including Warburg Pincus and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Warburg Pincus and their its Affiliates) and its Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities Group Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or the Surviving Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G and any of the Target Entities Group Companies or otherwise; provided that the foregoing shall not extend to any communication or file not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement or any other agreements contemplated thereby. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may asset the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiariesthe Group Companies may waive such privilege without the prior written consent of the Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP has acted as legal counsel to the Company, the Subsidiaries, certain Sellers of the direct and indirect holders of Common Stock and certain of their respective Affiliates prior to the Closingdate of this Agreement, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Common Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany and the Subsidiaries) after the ClosingClosing (collectively, the Buyer and “Post-Closing Clients”), each of Purchaser, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates controlled Affiliates, the Surviving Corporation and the Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP representing such Sellers and/or any direct or indirect holders of shares of Common Stock or their Affiliates after the Closing as such representation may relate to Purchaser, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation and the Subsidiaries or the transactions contemplated hereinhereby, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with the Purchaser, the Surviving Corporation, any of the subsidiaries or any of their respective Affiliates following the Closing arising out of or relating to this Agreement, the ancillary agreements contemplated hereby, the transactions contemplated hereby or the negotiation, execution, performance or consummation of any of the foregoing. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of shares of Common Stock, the Company and the Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP Gray, LLP, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or the Subsidiaries) (collectively, “Pre-Closing Privileges”). Accordingly, the Target Entities Surviving Corporation and the Subsidiaries shall not, without such Sellers’ consent, not have access to, or any other right to or interest in, any such communications, Pre-Closing Privileges and communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP relating to its engagementsuch engagement from and after the Effective Time. (b) All Pre-Closing Privileges, whether and the portion of any books and records and other documents of the Company, the Subsidiaries, certain of the direct and indirect holders of shares of Common Stock and certain of their respective Affiliates containing any advice or not communication that is subject to any Pre-Closing Privilege (“Pre-Closing Privileged Materials”), shall be excluded from the transactions contemplated by this Agreement, and shall be distributed to the Equityholders’ Representative immediately prior to the Closing with (in the case of the portion of any such books and records) no copies retained by the Company, the Subsidiaries, certain of the direct and indirect holders of shares of Common Stock and certain of their respective Affiliates. Absent the prior written consent of the Equityholders’ Representative (not to be unreasonably withheld, conditioned or delayed), neither Purchaser nor (following the Closing) any of the Company, the Subsidiaries, certain of the direct and indirect holders of shares of Common Stock and certain of their respective Affiliates shall have occurreda right of access to Pre-Closing Privileged Materials. The parties further agree and acknowledge that Equityholders’ Representative has taken reasonable efforts to segregate and retain Pre- Closing Privileged Materials, that the existence of any remaining Pre-Closing Privileged Materials found in the custody of the Company, the Subsidiaries, certain of the direct and indirect holders of shares of Common Stock and certain of their respective Affiliates after Closing will not be deemed a waiver of any Pre-Closing Privileges, and that the same will be returned to the Equityholders’ Representative promptly after any discovery thereof. (c) Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (ai) such Sellers the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or the Subsidiaries shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of shares of Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP and the Company or any of the Target Entities Subsidiaries or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray LLP has acted as legal counsel to the Company Group, certain Sellers of the direct and indirect holders of Purchased Shares and certain of their respective Affiliates prior to the Closingdate of this Agreement, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP intends Gray LLPintend to act as legal counsel to certain Sellers of the direct and indirect holders of Purchased Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany Group) after the Closing, the Buyer and each of Purchaser and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates and the Company Group to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray LLP representing such Sellers and/or any direct or indirect holders of the Purchased Shares or their Affiliates after the Closing as such representation may relate to the BuyerPurchaser, any Target Entity the Company Group or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Purchased Shares, the Company, any member of the Company Group and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP Gray LLP, on the other hand, solely made in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Purchased Shares and their respective Affiliates (and not the Target EntitiesCompany Group). Accordingly, Purchaser and the Target Entities Company Group shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray LLP relating to its engagementsuch engagement from and after the Closing, whether and Purchaser shall not, and shall cause the Company Group not to, use any such communications for the purpose of asserting, prosecuting or not litigating claims against the Closing shall have occurredSeller, the direct and indirect holders of Purchased Shares or their respective Affiliates relating to this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers the direct and indirect holders of Purchased Shares and their respective Affiliates (and not the Target EntitiesCompany Group) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company Group shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Purchased Shares and their respective Affiliates (and not the Target EntitiesCompany Group) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company Group by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ between, on the one hand, Ropes & ▇▇▇▇▇▇▇ LLP Gray LLP, and on the other hand, any member of the Target Entities Company Group or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), Parties agree that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as nothing contained herein shall be deemed to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed a waiver by the Buyer, any Target Entity Purchaser or any of their Subsidiaries, and its Affiliates (bincluding the Company Group after Closing) such Sellers will have theof any applicable privileges or protections that can or may be asserted to prevent disclosure of any privileged communications to any Third Party.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers the Sellers, the Company and their Affiliates Company Subsidiaries prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, each Buyer, the Buyer Company and each of the Target Entities their respective Subsidiaries hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to Sellers, the Buyer, any Target Entity Company and their respective Subsidiaries or the transactions contemplated hereinTransactions and any other agreement or instrument entered into in connection herewith. In addition, all communications involving attorney- attorney-client confidences between such Sellers and Sellers, their Affiliates Affiliates, the Company or any Target Entity of its Subsidiaries and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target EntitiesCompany or any its respective Affiliates after Closing). Accordingly, Buyers, the Target Entities Company and their respective Affiliates shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers and their Affiliates (and not Buyers, the Target EntitiesCompany or their respective Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Buyers, the Target Entities Company or their respective Affiliates shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Sellers, and their Affiliates (and not Buyers, the Target EntitiesCompany or their respective Affiliates) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Buyers, Company or any of their Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and any such Person or otherwise. (b) The Parties hereto acknowledge and agree that the information relating to or arising out of the Target Entities legal advice or otherwiseservices that has or have been or will be provided prior to the Closing Date by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP and their respective associated attorneys and partners (the “Financing Counsel”) in connection with the Company Bonds and the Company Credit Facilities for the benefit of both Sellers and their Affiliates (other than the Company and Company Subsidiaries) (the “Seller Privilege Parties”) and the Company and Company Subsidiaries (the “Company Privilege Parties”) shall be subject to a shared privilege between the Seller Privilege Parties, on the one hand, and the Company Privilege Parties, on the other hand. The Buyer further agrees, on its own behalf Seller Privilege Parties and on behalf of its Subsidiaries the Company Privilege Parties shall have equal right to assert all such shared privileges in connection with privileged information under any applicable Laws and no such shared privilege may be waived by (i) the Company Privilege Parties (including, after following the Closing, Buyers or their Affiliates) without the Target Entitiesprior written consent of Seller Privilege Parties or (ii) by Seller Privilege Parties, without the prior written consent of the Company Privilege Parties (including, following the Closing, Buyers or their Affiliates). Sellers hereby agree that, that from notwithstanding any representation of Sellers and after its Affiliates, the Company and the Company Subsidiaries by the Financing Counsel prior to the Closing, such Financing Counsel may, following the Closing, represent the Company and the Company Subsidiaries in any matter relating to the Company Bonds and Company Credit Facilities following the Closing (aother than any Proceedings arising under or with respect to the Transactions or any other matter adverse to Sellers and their Affiliates). (c) The provisions of Section 11.13(a) are intended to be for the attorney-client privilegebenefit of, all other evidentiary privilegesand shall be enforceable by, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, who is a third party beneficiary of Section 11.13(a), and the expectation provisions of client confidence as Section 11.13(b) are intended to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by for the Buyer, any Target Entity or any of their Subsidiariesbenefit of, and (b) such Sellers will have theshall be enforceable by, the Financing Counsel who are each a third party beneficiary of Section 11.13(b).

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to date hereof both with respect to this Agreement and the Closingtransactions contemplated herein and otherwise, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the ClosingEffective Time, the Buyer and each of Parent, Copper and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Subsidiaries, the Surviving Entity and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or certain of the direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Parent, Copper, the BuyerCompany, any Target the Surviving Entity or its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers certain of the direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇Ropes & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in LLP, on the course of other hand, solely to the extent relating to the negotiation, documentation and consummation of the transactions contemplated hereby and requested by Parent or any of its Subsidiaries for purposes of any pending or threatened litigation by Parent or any of its Subsidiaries against any holder of Company Shares or any of its Affiliates with respect to the negotiation, documentation and consummation of the transactions contemplated hereby or to be utilized by Parent or any of its Subsidiaries for purposes of any such pending or threatened litigation shall be deemed to be attorney-client confidences that belong belong, from and after the Effective Time, solely to such Sellers certain of the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Entity or its Subsidiaries). Accordingly, the Target Entities Surviving Entity and its Subsidiaries shall not, without such Sellers’ consent, not have access to to, nor any property interest in, any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon such engagement for such purposes from and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall Effective Time. This Section 9.15 will be the sole holders of the attorney-client privilege with respect to such engagementirrevocable, and none no term of this Section 9.15 may be amended, waived or modified, without the Target Entities shall be a holder thereof, (b) to the extent that files prior written consent of ▇▇Ropes & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theLLP.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as based upon such representation may relate relating to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course arising out of the negotiation, documentation and consummation of the transactions contemplated hereby Transaction (the “Engagement”). In addition, all Attorney-Client Communications, as defined herein, shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communicationsAttorney-Client Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagementrepresentation of the Seller and its Affiliates (including the Group Companies) in the Engagement, whether or not the Closing shall have occurred, based upon the fact of such representation. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementAttorney-Client Communications, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement the Attorney-Client Communications and the Engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwiseotherwise related to the Engagement. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target EntitiesGroup Companies), that from and after Closing (ai) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers Seller and will not pass to or be claimed by the Buyer, any Target Entity Company or any of their Subsidiaries, and (bii) such Sellers Seller will have thethe exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Group Companies) not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller or a Seller’s Affiliate; or (B) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller or a Seller’s Affiliate. “Attorney-Client Communication’’ means any communication occurring on or prior to Closing between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the one hand and Company, its Subsidiaries, Seller, or any of their respective Affiliates on the other hand that in any way relates to or arises out of the negotiation, documentation and 74 consummation of the Transaction. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP is an express third party beneficiary of this Section 10.15. For the avoidance of doubt, Attorney-Client Communications shall not include communications occurring on or prior to Closing between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the one hand and any of the Group Companies, Seller, or any of their respective Affiliates on the other hand, that in any way relates to or arises out of matters other than the negotiation, documentation and consummation of the Transaction.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Cardinal LLC and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Cardinal LLC and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G representing such Sellers any of the Securityholders (including Cardinal LLC and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Cardinal LLC and their its Affiliates) and its Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities Group Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or the Surviving Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between the Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiariesthe Group Companies may waive such privilege without the prior written consent of the Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“▇▇▇ LLP ▇▇▇▇▇▇”) has acted as legal counsel to the Acquired Companies, certain Sellers of the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers of the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Acquired Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or any of the Unitholders, the Blocker Parents or the Blockers and their respective Affiliates after the Closing as such solely in connection with the representation may relate directly relating to the Buyer, any Target Entity or the transactions contemplated hereinContemplated Transactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Acquired Companies, the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates or any Target Entity directly relating to the Contemplated Transactions (and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in not with respect to the ordinary course of the negotiation, documentation and consummation business of the transactions contemplated hereby Acquired Companies) shall be deemed to be attorney-client confidences that belong solely to such Sellers Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company). Accordingly, the Target Entities Acquired Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP directly relating to its engagementthe Contemplated Transactions, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the applicable Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Contemplated Transactions (but not with respect to the ordinary course of business of the Acquired Companies which shall be vested with the Acquired Companies), and none of the Target Entities Acquired Companies or the Surviving Company shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement the Contemplated Transactions (but not with respect to the ordinary course of business of the Acquired Companies) constitute property of the client, only such Sellers the applicable Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Acquired Companies or the Surviving Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ and any of the Acquired Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Company or any of the Acquired Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, solely as it directly relates to the Contemplated Transactions, the Surviving Company (including on behalf of the Acquired Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and to such third party; provided, however, that neither the Surviving Company nor any of the Target Entities or otherwise. The Buyer further agreesAcquired Companies may waive such privilege without the prior written consent of the Securityholders’ Agent, on its own behalf and on behalf of its Subsidiaries (includingthe Unitholders, after Closing, the Target Entities), that from Blocker Parents and after Closing (a) the attorney-client privilege, all other evidentiary privileges, Blockers and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have therespective Affiliates.

Waiver of Conflicts. Recognizing (a) Each of Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications pertaining to the Seller Group and their counsel, including Weil, Gotshal & ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, made in connection with the negotiation, preparation, execution and delivery of this Agreement or relating to the process for the sale of the Company by the Sellers, are privileged communications between the Seller Group and such counsel and none of Buyer, the Company or any of the Waiving Parties, nor any Person purporting to act on behalf of or through Buyer or the Company or any of the Waiving Parties, will seek to obtain the same by any process; provided, that applicable communications between the Company and its legal counsel, in each case that were not made in connection with the negotiation, preparation, execution and delivery of this Agreement or that do not relate to the process for the sale of the Company by the Sellers shall pass to the Company. From and after the Closing, each of Buyer and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after Company or any Person in the ClosingSeller Group occurring during the representation in connection with the negotiation, preparation, execution and delivery of this Agreement and the Buyer other agreements contemplated hereby and each the consummation of the Target Entities transactions contemplated hereby. (b) Buyer hereby waivesagrees, on its own behalf and agrees to cause on behalf of its Affiliates to waiveWaiving Parties, any conflicts that may arise in connection with Weil, Gotshal & ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP may serve as counsel to each and any Person of the Seller Group, on the one hand, and the Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated hereby and that, following the consummation of the transactions contemplated hereby, Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may serve as counsel to each and any Person in respect the Seller Group in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement notwithstanding such engagement constitute property prior representation of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to Company and/or any of its Subsidiaries or in connection with any other matter relating to the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any process for the sale of the Target Entities or otherwiseCompany by the Sellers. The Each of Buyer further agrees, and the Company hereby consents to and irrevocably waives (individually and on its own behalf of itself and on behalf of its Subsidiaries Affiliates and any of their respective officers, directors, employees, agents, representatives, successors and permitted assigns (including, after the Closing, the Target Entities)Company) claiming by, that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation through or on behalf of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (bthem) any conflicts that may arise in connection with such Sellers will have therepresentation.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each Each of the Target Entities hereby waives, on its own behalf parties hereto acknowledges and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries directors, stockholders, partners, officers, employees, and Affiliates that the Company is the client of DLA Piper LLP (includingUS) (the “Firm”), after and not any of the individual Company Securityholders. After the Closing, it is possible that Firm will represent the Target EntitiesCompany Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller 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 agree that the Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Adjustment Escrow Account and the Indemnity Escrow Account and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Group (other than the Company or the Surviving Corporation), that from and after Closing (a) in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the attorney-client privilegeEscrow Agreement, all other evidentiary privilegesor the transactions contemplated by this Agreement 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 expectation 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 Company and the Firm will become the property of client confidence as to all Attorney-Client Communications belong to certain Sellers the Securityholders’ Representative and the Effective Time Holders stockholders following closing and will not pass be disclosed to or be claimed by Acquiror without the Buyer, any Target Entity or any consent of their Subsidiaries, and (b) such Sellers will have thethe Securityholders’ Representative. [SIGNATURE PAGE NEXT]

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“L&W”) has acted as legal counsel to Seller, certain Sellers of the equity holders of Seller (the Company Group and certain of their Affiliates respective Affiliates) prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP L&W intends to act as legal counsel to Seller, certain Sellers of the equity holders of Seller and certain of their respective Affiliates (which will no longer include the Target Entities) including after the Closing), the Buyer and each (including on behalf of the Target Entities Company Group following the Closing) hereby waives, on its own behalf waives and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP L&W representing such Sellers and/or their Seller, any equity holder of Seller (including) or any of its Affiliates after the Closing as such representation may relate a result of L&W representing the Company Group prior to the Buyer, any Target Entity or the transactions contemplated hereinClosing. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates Seller, any equity holder of Seller (including) or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of their respective Affiliates that relate primarily to the negotiation, documentation and consummation of the transactions contemplated hereby shall will be deemed to be attorney-client confidences that belong solely to such Sellers Person and their its Affiliates (and not to the Target EntitiesCompany Group). Accordingly, none of the Target Entities shall not, without such Sellers’ consent, members of the Company Group will have the right to access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP L&W relating to its such engagement, whether or not the Closing shall have has occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller or the applicable equity holder of Seller and their its Affiliates (and not the Target EntitiesCompany Group) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall members of the Company Group will be a holder thereof, (b) to the extent that the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP L&W in respect of such engagement constitute property of the client, only such Sellers Seller or the applicable equity holder of Seller and their its Affiliates (and not the Target EntitiesCompany Group) shall will hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall L&W will have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company Group by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP L&W and any member of the Target Entities Company Group. Notwithstanding anything to the contrary contained in the foregoing, if a dispute arises between Buyer or otherwise. The Buyer further agrees, on its own behalf any member of the Company Group and on behalf a third party (other than a Party or any of its Subsidiaries (including, their respective Affiliates) after the Closing, the Target Entities), that from and after Closing (a) applicable member of the 51 Company Group may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by L&W to such third party; provided, all other evidentiary privileges, and neither Buyer nor any member of the expectation Company Group may waive such privilege without the prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theSeller.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Stockholders and the Company, its and their Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Stockholders after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Surviving Company’s Subsidiaries) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G’s representing such Sellers any Stockholder and/or their its Affiliates after the Closing as such representation may relate to Parent, the Buyer, Surviving Company or any Target Entity of its Subsidiaries or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Stockholder and their its Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall will be deemed to be attorney-client confidences that belong solely to such Sellers Stockholder and their its Affiliates (and not to the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities shall notGroup Companies and the Surviving Company, without such Sellers’ consentas the case may be, will not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G relating to its engagement, whether or not the Closing shall will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the applicable Stockholder and their its Affiliates (and not the Target EntitiesSurviving Company or any of its Subsidiaries) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall Surviving Company and its Subsidiaries will be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Stockholder and their its Affiliates (and not the Target EntitiesSurviving Company or any of its Subsidiaries) shall will hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall WF&G will have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on in the event that a dispute arises between Parent, the Surviving Company or any of its own behalf Subsidiaries and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aSubsidiaries) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiaries, and (b) its Subsidiaries may waive such Sellers will have theprivilege without the prior written consent of the Stockholder Representative on behalf of the Stockholders.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their the Representative and its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their the Representative and its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such certain Sellers and the Representative and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, Merger Sub, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their the Sellers, the Representative, its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G has acted as legal counsel to certain Sellers Seller, US Seller, Company, US Company, their respective Affiliates and their Affiliates the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G intends to act as legal counsel to Seller, US Seller and certain Sellers and their of its Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer Purchaser and each US Purchaser, on their own behalf and, effective as of the Target Entities Closing, on behalf of the Group Companies hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G representing such Sellers any of Seller, US Seller and/or their Affiliates after the Closing as such representation may relate to the BuyerPurchaser, US Purchaser, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers among Seller, US Seller and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (the “Engagement”) shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G relating to its engagementthe Engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Engagement, and none any of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G in respect of such engagement the Engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies relating to the Engagement by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between Purchaser, US Purchaser or any of the Group Companies, on the one hand, and a third party (other than a Party or its own behalf and Affiliates), on the other hand, after the Closing, Purchaser (including, effective as of the Closing, on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegesthat, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyerneither Purchaser, any Target Entity or US Purchaser nor any of their Subsidiaries, and (b) the Group Companies may waive such Sellers will have theprivilege without the prior written consent of Seller.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP llp has acted as legal counsel to certain Sellers Seller, the Company and its Subsidiaries and their respective Affiliates prior to the Closing, Closing and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends llp intend to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target Entities) after the Closing, the each of Buyer and each of the Target Entities Company and its Subsidiaries hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp representing Seller or its Affiliates after the Closing as such representation may relate to Buyer, the Company, any Subsidiary or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller, the Company and its Subsidiaries and their respective Affiliates and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP llp in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or any Subsidiary). Accordingly, the Target Entities Company and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP llp relating to its such engagement, whether or not from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company and its Subsidiaries shall not be a holder holders thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp in respect of such engagement constitute property of the client, only Seller and its Affiliates shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP llp shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Company or any of the Target Entities Subsidiary by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp and the Company, any Subsidiary or otherwise. (b) Each of Buyer and the Company agrees that immediately prior to the Closing, without the need for any further action, all right, title and interest of the Company in and to any attorney-client communication between ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP llp and the Seller and its Affiliates relating to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, whether in the possession of the Company or ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp, shall thereupon transfer to and be vested solely in the Seller. Seller agrees that neither the Buyer nor the Company are waiving any right, title or interest in or to any attorney-client communication between ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp and solely the Company or any of its Subsidiaries that occurred prior to Closing and are unrelated to the Target Entities or otherwise. The transactions contemplated hereby. (c) Buyer further agrees, on its own behalf and on behalf of its Subsidiaries Affiliates (including, after the Closing, the Target EntitiesCompany), that from and after Closing the Closing, (ai) the attorney-client privilege, all privilege or any other evidentiary privilegesimmunity from disclosure, and the expectation of client confidence confidence, as to all Attorneyattorney-Client Communications client communications between ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp and the Seller and its Affiliates relating to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby belong to certain Sellers the Seller and will not pass to or be claimed by the Buyer, any Target Entity the Company, or any of their SubsidiariesAffiliates, and (bii) such Sellers the Seller will have thethe exclusive right to control, assert or waive the attorney-client privilege, any work product doctrine, and the expectation of client confidence with respect to such attorney-client communications. Accordingly, Buyer will not, and will cause each of its Affiliates (including, after the Closing, the Company) not to, assert any attorney-client privilege, any work product doctrine, or expectation of client confidence with respect to any attorney-client communication between ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp and the Seller and its Affiliates relating to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, except in the event of a post-Closing dispute with a Person that is not the Seller or an Affiliate of Seller. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Company), that in the event of a dispute between the Seller or an Affiliate of Seller, on the one hand, and the Company, on the other hand, arising out of or relating to any matter in which ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp jointly represented both parties, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp’s disclosure to such Seller or an Affiliate of Seller of any information or documents developed or shared during the course of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp’s joint representation. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that a dispute arises between Buyer or its Affiliates (including, after the Closing, the Company), on the one hand, and a Person that is not Seller or an Affiliate of Seller, on the other hand, Buyer and its Affiliates (including, after the Closing, the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party. In the event that any third party shall seek to obtain attorney-client communications from Buyer or any of its Affiliates (including, after the Closing, the Company), or from Seller and its Affiliates, then Buyer or Seller, shall notify Seller or Buyer, as applicable, of such application sufficiently in advance of any hearing on the application to permit Seller or Buyer, as applicable, to participate in any such proceedings.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to the Closingdate of this Agreement, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Purchaser, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP representing such Sellers and/or any direct or indirect holders of the Company Shares or their respective Affiliates after the Closing as such representation may relate to the Buyertransactions contemplated hereby, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with Purchaser, the Surviving Corporation, any Target Entity of their Subsidiaries or any of their respective Affiliates following the Closing arising out of or relating to this Agreement, the Additional Agreements, the transactions contemplated hereinhereby or thereby or the negotiation, execution, performance or consummation of any of the foregoing. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP Gray, LLP, on the other hand, in the course of connection with the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or its Subsidiaries) (collectively, the “Pre-Closing Communications”). Accordingly, Purchaser, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to, or any other right to or interest in, any such communications, Pre-Closing Communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP relating to such engagement from and after the Effective Time, and Purchaser shall not, and shall cause the Surviving Corporation and its engagementSubsidiaries not to, whether use any such Pre-Closing Communications for the purpose of asserting, prosecuting or not litigating claims against the Equityholders’ Representative, the direct and indirect holders of Company Shares or their respective Affiliates relating to this Agreement, the Additional Agreements or the transactions contemplated hereby or thereby. (b) All Pre-Closing Communications shall be excluded from the transactions contemplated by this Agreement, and shall be distributed to the Equityholders’ Representative immediately prior to the Closing shall have occurredwith no copies retained by the Company or its Subsidiaries. The parties further agree and acknowledge that the existence of any remaining Pre-Closing Communications found in the custody of the Purchaser, the Surviving Corporation or its Subsidiaries after Closing will not be deemed a waiver of any right or privilege of the Equityholders’ Representative or the Equityholders with respect to any such Pre-Closing Communications. (c) Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (ai) such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity Company or any of their its Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“Willkie”) has been engaged by and has acted as legal counsel to certain Sellers of the Securityholders and the Group Companies and their respective Affiliates prior to the ClosingClosing (the “Pre-Closing Engagement”), including in connection with the negotiation, documentation and consummation of the transactions contemplated hereby, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Willkie intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Securityholders after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Willkie representing such Sellers and/or any of the Securityholders or their respective Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders and their respective Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (including the Group Companies) in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Pre-Closing Engagement shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their respective Affiliates (and not the Target EntitiesParent or the Group Companies). Any privilege attaching as a result of Willkie representing any Securityholder and the Group Companies and their respective Affiliates in the Pre-Closing Engagement shall survive the Closing and shall remain in effect. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Willkie’s representation of the Securityholders and the Group Companies and their respective Affiliates in the Pre-Closing Engagement shall survive the Closing and remain in effect. As to any attorney-client communications between Willkie and any Securityholders and the Group Companies and their respective Affiliates prior to the Closing Date (collectively, the “Privileged Communications”), the Parent and each Group Company, together with each of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any Action or claim against or involving any of the parties hereto after the Closing. Accordingly, neither the Target Entities Parent nor the Group Companies shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Willkie relating to its engagementsuch Pre-Closing Engagement, whether or not the Closing shall have occurredoccurred (except to the extent required under applicable Law). Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their respective Affiliates (and not the Target EntitiesParent or the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementPre-Closing Engagement, and none of the Target Entities Parent, the Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Willkie in respect of such engagement Pre-Closing Engagement constitute property of the client, only such Sellers the applicable Securityholders and their respective Affiliates (and not the Target EntitiesParent or the Group Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Willkie shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Parent or any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Willkie and any of the Target Entities Group Companies or otherwiseotherwise (except to the extent required under applicable Law). The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between the Parent or any of the Group Companies, on its own behalf the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates), on the other hand, after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege with respect to the Pre-Closing Engagement to prevent disclosure of confidential communications by Willkie to such third party; provided, all other evidentiary privilegeshowever, and that none of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by Parent, the Buyer, any Target Entity Surviving Company or any of their Subsidiariesthe other Group Companies may waive such privilege without the prior written consent of the Representative, and on behalf of the Securityholders (b) which consent shall not be unreasonably withheld, conditioned or delayed so long as such Sellers will have thewaiver would not reasonably be expected to adversely affect any Securityholder).

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller, the Company and their respective Affiliates prior to the Closing, Closing and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesCompany) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Seller or its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller, the Company and their respective Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company shall not be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Sellers’ Counsel”) has acted as legal counsel to certain Sellers the Seller Parties and their respective Affiliates prior to the Closing in connection with the transactions contemplated by this Agreement. The parties recognize the community of interest that exists and will continue to exist until the Closing, and the parties agree and acknowledge that such community of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) neither the Parent nor any Company shall seek to have any Sellers’ Counsel disqualified from representing a Seller Party or its Affiliates (or any other equityholder of a Seller Party) in any dispute (whether in contract or tort) that may arise between a Company or its Affiliates formerly represented by Sellers’ Counsel, on the one hand, and a Seller Party or its Affiliates (or any other equityholder of a Seller Party), on the other hand, based upon, arising out of or related to this Agreement or any of the transactions contemplated by this Agreement in whole or in part and (b) in connection with any dispute that may arise between a Company or its Affiliates formerly represented by Sellers’ Counsel, on the one hand, and a Seller Party or its Affiliates (or any other equityholder of a Seller Party), on the other hand, a Seller Party and its Affiliates shall have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between a Company or its Affiliates formerly represented by Sellers’ Counsel or a Seller Party and its Affiliates, on the one hand, and any Sellers’ Counsel, on the other hand, that occurred on or prior to the Closing, and provided that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends the foregoing shall not extend to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity communication or the transactions contemplated herein. In addition, all communications file not involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions Transactions or the matters contemplated hereby hereby. The covenants contained in this Section 12.19 are intended to be for the benefit of, and shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordinglyenforceable by, the Target Entities shall not, without such Sellers’ consent, have access Counsel and its legal representatives and shall not be deemed exclusive of any other rights to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagementwhich Sellers’ Counsel is entitled, whether or not the Closing shall have occurred. Without limiting the generality of the foregoingpursuant to law, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities contract or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing The Company and the Purchasers affiliated with SOFTBANK acknowledge that ▇▇▇▇▇▇ ▇▇▇▇▇ each has been made aware that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for SOFTBANK and its affiliates in connection with the transactions contemplated in the Agreement, has previously been retained by the Company in connection with certain of its transactions. The Company, on its own behalf and on behalf of its subsidiaries and affiliates, hereby agrees to waive any conflict of interest which may be deemed to arise or have arisen as a result of the current or future representation of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP intends of SOFTBANK or its subsidiaries and affiliates, and will not seek to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ disqualify ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP from representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity SOFTBANK or its subsidiaries and affiliates in connection with the transactions contemplated hereinby this Agreement; provided, however, that such waiver shall not extend to any litigation or arbitration proceeding arising out of any such transaction. In additionThe Purchasers affiliated with SOFTBANK, all communications involving attorney- client confidences between such Sellers on their own behalf and on behalf of their Affiliates subsidiaries and affiliates, hereby agree to waive any conflict of interest which may be deemed to arise or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ have arisen as a result of the past representation of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in the course of the negotiationInsWeb, documentation and consummation of the transactions contemplated hereby shall be deemed will not seek to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ disqualify ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP relating to its engagement, whether from representing InsWeb or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon is subsidiaries and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege affiliates in connection with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) any matter substantially unrelated to the extent that files of transactions contemplated in the Agreement. COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 to SERIES D PREFERRED STOCK PURCHASE AGREEMENT COMPANY: INSWEB CORPORATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ------------------------------------ Printed: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the------------------------------- Title: Secretary ---------------------------------

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller, its Affiliates and their Affiliates the Group Companies (including CamelBak Group, LLC, a Delaware limited liability company) prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waiveswaive, on its their own behalf and agrees to cause its their respective Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity Group Company (including CamelBak Group, LLC, a Delaware limited liability company) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. (a) Recognizing that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP and the other law firms listed on Section 11.16 of the Company Disclosure Schedule (each, including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends LLP, an “Outside Counsel”) have acted as legal counsel to Sellers, the Group Companies and certain of their respective Affiliates prior to date hereof, and that the Outside Counsel intend to act as legal counsel to certain Sellers and their respective Affiliates after the Initial Closing (which will no longer include the Target EntitiesGroup Companies), Buyer (i) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP any of the Outside Counsel representing such Sellers and/or or their respective Affiliates after the Initial Closing as such representation may relate with respect to the Buyer, any Target Entity or matters relating to the transactions contemplated herein. In additionhereby, including, but not limited to, the matters set forth in the Transition Agreement, and (ii) shall not, and shall cause its Affiliates and the Group Companies not to, seek to have or have Outside Counsel disqualified from any such representation based on the prior representation of the Group Companies by Outside Counsel. (b) Buyer further agrees, on behalf of itself and, after the Initial Closing, the Group Companies, that all communications involving attorney- client confidences in any form or format whatsoever between such Sellers and their Affiliates or among any of the Outside Counsel, Sellers, ARI and/or the Group Companies, or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP of their respective Representatives, including internal counsel of the Group Companies, that relate in the course of any way to the negotiation, documentation and consummation of the transactions contemplated hereby by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by Sellers, shall be controlled by Sellers and shall not pass to or be claimed by Buyer or any of its Affiliates (including the Group Companies). All Deal Communications that are attorney-client confidences that privileged (the “Privileged Deal Communications”) shall remain privileged after the Initial Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to such Sellers, shall be controlled by Sellers and their shall not pass to or be claimed by Buyer or any of its Affiliates (and not including the Target EntitiesGroup Companies). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of Notwithstanding the foregoing, upon and after if the Closing, (a) such Sellers and their Buyer or any of its Affiliates (including the Group Companies) intentionally or inadvertently comes into possession of Privileged Deal Communications and not in the Target Entities) shall be event that a dispute arises between Buyer or any of the sole holders Group Companies, on the one hand, and a third party other than either or both of Sellers, on the other hand, Buyer or the Group Companies may assert the attorney-client privilege with respect to prevent the disclosure of the Privileged Deal Communications to such engagementthird party; provided, and however, that none of Buyer or any of the Target Entities Group Companies may waive such privilege without the prior written consent of Sellers. In the event that Buyer or any of the Group Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall be immediately (and, in any event, within two (2) Business Days) notify Sellers in writing (including by making specific reference to this Section 11.16(b)) so that Sellers can seek a holder thereof, protective order and Buyer agrees to use all commercially reasonable efforts to assist therewith. (bc) to To the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in or other materials maintained by Outside Counsel with respect of such engagement to Deal Communications constitute property of the clienttheir clients, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights rights, and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Outside Counsel shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications files or files other materials with respect to any of the Target Entities Deal Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Outside Counsel, on the one hand, and any of the Target Entities or otherwise. The Buyer further agreesGroup Companies, on its own behalf the other hand. (d) Buyer agrees that it will not, and on behalf that it will cause each of its Subsidiaries the Group Companies not to, (includingi) access or use the Deal Communications, after Closingincluding by way of review of any electronic data, the Target Entities)communications or other information, that from and after Closing (a) or by seeking to have Sellers waive the attorney-client or other privilege, all or by otherwise asserting that Buyer or any of the Group Companies has the right to waive the attorney-client or other evidentiary privilegesprivilege or (ii) seek to obtain the Deal Communications from Outside Counsel. In furtherance of the foregoing, and it shall not be a breach of any provision of this Agreement if prior to the expectation Initial Closing Sellers or any of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the BuyerGroup Companies, any Target Entity or any of their Subsidiariesrespective Representatives takes any action to protect from access or remove from the premises of the Group Companies (or any offsite back-up or other facilities) any Deal Communications, including without limitation by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications (any such action, a “Permitted Removal”). In the event that, notwithstanding any good faith attempts by Sellers or the Group Companies prior to the Initial Closing, or any of their respective Representatives to achieve a Permitted Removal of any Deal Communication, any copy, backup, image, or other form or version or electronic vestige of any portion of such Deal Communication remains accessible to or discoverable or retrievable by Buyer (each, a “Residual Communication”), Buyer agrees that it will not, and that it will cause the Group Companies, and their respective Representatives not to intentionally use or attempt to use any means to access, retrieve, restore, recreate, unarchive or otherwise gain access to or view any Residual Communication for any purpose. (be) For the avoidance of doubt, nothing in this Section 11.16 shall apply to any communication between the Group Companies and their Affiliates (including Buyer), on the one hand, and internal counsel of the Group Companies, on the other hand, from and after the Initial Closing. This Section 11.16 will be irrevocable, and no term of this Section 11.16 may be amended, waived or modified, without the prior written consent of such Sellers will have theOutside Counsel.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Company and its Subsidiaries prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Purchaser and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to Purchaser, the BuyerCompany or any of its Subsidiaries, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates Seller, its Affiliates, the Company or any Target Entity of its Subsidiaries and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries). Accordingly, the Target Entities Company and each of its Subsidiaries shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company or any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer Purchaser further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target EntitiesCompany and its Subsidiaries), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers Seller and will not pass to or be claimed by Purchaser, the Buyer, any Target Entity Company or any of their Subsidiaries, and (b) such Sellers Seller will have thethe exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Purchaser will not, and will cause each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller or a Seller’s Affiliate; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller or a Seller’s Affiliate. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any member of the Alkali Group, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Purchaser and the Company may assert any attorney-client privilege to prevent disclosure of any such communications with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP to such third party; provided, that the Company

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of shares of Membership Interests and certain of their respective Affiliates prior to the Closingdate hereof, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Membership Interests and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Company and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP representing such Sellers and/or any direct or indirect holders of the Membership Interests or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Company and its Subsidiaries or the transactions contemplated hereinby the Transaction Agreements. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Membership Interests, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in K&L Gates LLP, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby by the Transaction Documents shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Membership Interests and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Company or their respective Subsidiaries). Accordingly, the Target Entities Surviving Company and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of shares of Membership Interests and their respective Affiliates (and not the Target EntitiesSurviving Company and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Company or its Subsidiaries shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Membership Interests and their respective Affiliates (and not the Target EntitiesSurviving Company and its Subsidiaries) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ K&L Gates LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf and on behalf none of the Surviving Company or any of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the is waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed transactions contemplated by the Buyer, Transaction Documents) in connection with any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird-party litigation.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 11.16.1. Ropes & ▇▇▇▇▇▇▇ LLP (“Ropes”) has acted as legal counsel to BSI, the Group Companies, and certain Sellers and of their respective Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to continue to act as legal counsel to BSI and certain Sellers and their of its Affiliates (which will no longer include the Target Entities) after following the Closing. As such, the Buyer and each of the Target Entities hereby waivesGroup Companies, on its own behalf of themselves and agrees to cause its Affiliates to waivetheir respective Affiliates, hereby waive any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Ropes representing such Sellers and/or their BSI and its Affiliates after following the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated hereinClosing. In addition, all communications involving attorney- client confidences the event that a dispute arises between such Sellers or among the Buyer and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their its Affiliates (and not the Target Entities). Accordinglyincluding, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, the Group Companies), on the one hand, and BSI and any of its Affiliates, on the other hand, each of the Parties, on behalf of themselves and their respective Affiliates, hereby agrees (a) that Ropes may represent BSI and its Affiliates in such Sellers dispute even though the interests of BSI and their its Affiliates (and not the Target Entities) shall may be the sole holders directly adverse to those of the attorney-client privilege with respect to such engagement, Buyer and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their its Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after the Closing, the Target EntitiesGroup Companies) and (b) that even though Ropes may have represented the Group Companies in a matter substantially related to such dispute, to waive any conflict of interest in connection with such representation by Ropes. 11.16.2. The Parties further agree that, as to all communications among Ropes and the Group Companies, and all attorney work product that relates in any way to the transactions contemplated by this Agreement (such communications and work product collectively, “Ropes Confidential Communications”), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as confidence, and all other rights to all Attorney-Client Communications any evidentiary privilege belong solely to certain Sellers BSI and will shall solely be controlled by BSI and shall not pass to or be claimed by the Buyer, or, after the Closing, the Group Companies, it being the intention of the Parties that all rights of any Target Entity 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, BSI. Notwithstanding the foregoing, in the event that, following the Closing, a dispute arises between the Buyer or a Group Company, on the one hand, and a third party (other than a Seller, but including any Governmental Authority), on the other hand, the Buyer or Group Companies, as applicable, shall assert the attorney-client privilege against such third party to the extent necessary to prevent disclosure of any Confidential Communications. 11.16.3. WilmerHale (“WH”) has acted as legal counsel to the Company, TS&W LP, WS&T GP and the TS&W Partners, and certain of their respective Affiliates prior to the Closing, and intends to continue to act as legal counsel to TS&W LP, WS&T GP and the TS&W Partners and certain of their Affiliates following the Closing. As such, the Buyer and the Group Companies, on behalf of themselves and their respective Affiliates, hereby waive any conflicts that may arise in connection with WH representing TS&W LP, WS&T GP and the TS&W Partners and their Affiliates following the Closing. In the event that a dispute arises between or among the Buyer and any of its Affiliates (including, after the Closing, the Group Companies), on the one hand, and TS&W LP, WS&T GP or the TS&W Partners and any of their SubsidiariesAffiliates, on the other hand, each of the Parties, on behalf of themselves and their respective Affiliates, hereby agrees (a) that WH may represent TS&W LP, WS&T GP and the TS&W Partners, as applicable, and their Affiliates in such dispute even though the interests TS&W LP, WS&T GP or the TS&W Partners, as applicable, and their Affiliates may be directly adverse to those of the Buyer and its Affiliates (including, after the Closing, the Group Companies) and (b) that even though WH may have represented the Group Companies in a matter substantially related to such Sellers will have thedispute, to waive any conflict of interest in connection with such representation by WH. 11.16.4. The Parties further agree that, as to all communications among WH and the Group Companies, and all attorney work product that relates in any way to the transactions contemplated by this Agreement (such communications and work product collectively, “WH Confidential Communications”), the attorney-client privilege, the expectation of client confidence, and all other rights to any evidentiary privilege belong solely to TS&W LP, WS&T GP and the TS&W Partners, as applicable and shall solely be controlled by TS&W LP, WS&T GP and the TS&W Partners, as applicable and shall not pass to or be claimed by the Buyer, or, after the Closing, the Group Companies, it being the intention of the Parties that all rights of any Person under or with respect to such attorney-client privilege, work product protection, or other similar privilege or protection, including the right to waive, assert and 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, TS&W LP, WS&T GP and the TS&W Partners, as applicable. 11.16.5. The Parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 11.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to the Closingdate of this Agreement, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Purchaser, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP representing such Sellers and/or any direct or indirect holders of the Company Shares or their respective Affiliates after the Closing as such representation may relate to the Buyertransactions contemplated hereby, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with Purchaser, the Surviving Corporation, any Target Entity of their Subsidiaries or any of their respective Affiliates following the Closing arising out of or relating to this Agreement, the Additional Agreements, the transactions contemplated hereinhereby or thereby or the negotiation, execution, performance or consummation of any of the foregoing. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ LLP Gray, LLP, on the other hand, in the course of connection with the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or its Subsidiaries) (collectively, the “Pre-Closing Communications”). Accordingly, Purchaser, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to, or any other right to or interest in, any such communications, Pre-Closing Communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇ Gray, LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon such engagement from and after the ClosingEffective Time, (a) and Purchaser shall not, and shall cause the Surviving Corporation and its Subsidiaries not to, use any such Sellers Pre-Closing Communications for the purpose of asserting, prosecuting or litigating claims against the Equityholders’ Representative, the direct and their Affiliates (and not the Target Entities) shall be the sole indirect holders of the attorney-client privilege with respect Company Shares or their respective Affiliates relating to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closingthis Agreement, the Target Entities), that from and after Closing (a) Additional Agreements or the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to transactions contemplated hereby or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethereby.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Company and its Subsidiaries prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Purchaser and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to Purchaser, the BuyerCompany or any of its Subsidiaries, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates Seller, its Affiliates, the Company or any Target Entity of its Subsidiaries and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries). Accordingly, the Target Entities Company and each of its Subsidiaries shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company or any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer Purchaser further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target EntitiesCompany and its Subsidiaries), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers Seller and will not pass to or be claimed by Purchaser, the Buyer, any Target Entity Company or any of their Subsidiaries, and (b) such Sellers Seller will have thethe exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Purchaser will not, and will cause each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller or a Seller’s Affiliate; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller or a Seller’s Affiliate. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any member of the Alkali Group, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Purchaser and the Company may assert any attorney-client privilege to prevent disclosure of any such communications with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP to such third party; provided, that the Company may not waive such privilege without the prior written consent of Seller. Furthermore, Purchaser agrees, on its own behalf and on behalf of each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries), that in the event of a dispute between any Seller or any Seller’s Affiliate on the one hand and the Company or any of its Subsidiaries on the other arising out of or relating to any matter in which ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP jointly represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Seller or Seller’s Affiliate any information or documents developed or shared during the course of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP’s joint representation. “Attorney-Client Communication’’ means any communication occurring on or prior to Closing between ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP on the one hand and the Company, its Subsidiaries, any Seller, or any of their respective Affiliates on the other hand that in any way relates to the transactions contemplated by this Agreement, including any representation, warranty, or covenant of any party under this Agreement or any related agreement.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Proskauer Rose LLP (“Proskauer”) has acted as legal counsel to certain Sellers the Seller and their its Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP . Proskauer intends to act as legal counsel to certain Sellers the Seller and their its Affiliates (which will no longer include the Target Entities) after the Closing. The Buyer Parties hereby waive, the Buyer on behalf of themselves, and each of the Target Entities hereby waives, on its own behalf and agrees to cause its their respective Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Proskauer representing such the Sellers and/or their or its Affiliates after the Closing as to the extent such representation may relate relates to the BuyerBusiness, any Target Entity the Acquired Assets, the Assumed Liabilities or the transactions contemplated hereinby this Agreement or any other Transaction Document. In additionNotwithstanding anything in this Agreement to the contrary, all communications involving attorney- client attorney‑client confidences between such Sellers and their the Seller, its Affiliates or any Target Entity of their respective directors, managers, members, partners, officers or employees and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Proskauer in the course of or that relate to the negotiation, documentation and consummation of the transactions contemplated hereby by this Agreement shall be deemed to be attorney-client attorney‑client confidences that belong solely to such Sellers the Seller and their Affiliates (and not the Target Entities)its Affiliates. Accordingly, the Target Entities Buyer Parties shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Proskauer relating to its engagement, whether or not the Closing shall have occurred. Without limiting The Buyer Parties (on behalf of themselves and their respective Affiliates) further understand and agree that (i) any disclosure of such 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, and (ii) each agrees to use commercially reasonable efforts to return promptly to the generality Seller and its Affiliates each such communication (which, for the avoidance of doubt, are Retained Assets) upon becoming aware of its existence. Notwithstanding the foregoing, upon if a dispute related to the Business, the Acquired Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or any other Transaction Document arises between the Buyer or its Affiliates, on the one hand, and a third party other than (and unaffiliated with) the Seller and its Affiliates, on the other hand, after the Closing, (a) then the Buyer and its Affiliates may assert such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure to such engagement, and none third party of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities confidential communications by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theProskauer.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G representing such Sellers any of the Securityholders (including Warburg Pincus and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Warburg Pincus and their its Affiliates) and its Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities Group Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or the Surviving Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between the Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may asset the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiariesthe Group Companies may waive such privilege without the prior written consent of the Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. Recognizing that Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC (“BBS”) and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has (“FBT”) have acted as legal counsel to certain Sellers and their Affiliates the Acquired Entities prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to BBS and FBT may act as legal counsel to certain Sellers and Seller Parent, Sellers, or their respective Affiliates (which will no longer include the Target EntitiesAcquired Entities as of the Closing) after the Closing, the each of Buyer and each of the Target Acquired Entities (the “Post-Closing Buyer Group”) hereby waives, on its own behalf behalf, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP BBS or FBT representing such Seller Parent, Sellers and/or their respective Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Acquired Entities or the transactions contemplated hereinTransactions or any dispute hereunder. In addition, all communications prior to the Closing involving attorney- attorney-client confidences or communications between such Sellers Seller Parent, Sellers, the Acquired Entities or their respective Affiliates (the “Pre-Closing Company Group”) and their Affiliates or any Target Entity legal counsel, including BBS and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP FBT (collectively, the “Seller Legal Providers”), in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions or otherwise related to any dispute or Action arising under or in connection with this Agreement and the Transactions (the “Attorney Communications”) shall be deemed to be attorney-client confidences and communications that belong solely to such Sellers and their Affiliates the Pre-Closing Company Group (and but not the Target Acquired Entities). Accordingly, following the Target Entities Closing, the Post-Closing Buyer Group shall not, without such Sellers’ Seller Parent’s consent, have access to any such communicationsAttorney Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP any Seller Legal Providers relating to its engagementengagement that constitute Attorney Communications, whether or not such communications or files are in the Closing shall have occurredpossession of an Acquired Entity. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates the applicable portion of the Pre-Closing Company Group (and but not the Target Acquired Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Acquired Entities shall not be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Seller Legal Providers in respect of such engagement constitute property of the client, only such Sellers and their Affiliates the applicable portion of the Pre-Closing Company Group (and not the Target Acquired Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Seller Legal Providers shall have no duty whatsoever to reveal or disclose any such Attorney-Client Attorney Communications or files to any of the Target Entities Post-Closing Buyer Group by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP BBS or FBT and any of the Target Acquired Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers the Seller and their its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers the Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers the Seller and/or their any of its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney client confidences between such Sellers and their the Seller, its Affiliates or any Target Entity Group Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-attorney client confidences that belong solely to such Sellers the Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ the Seller’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagementengagement with respect to the Transactions, whether or not the Closing shall have occurred. Without limiting the generality _ of the foregoing, upon and after the Closing, (ai) such Sellers the Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-attorney client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers the Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights right and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications attorney client communications or files to any of the Target Entities Group Companies by reason of any attorney-attorney client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf Notwithstanding the other provisions of its Subsidiaries (including, after Closingthis Section 10.19, the Target Entities), that from Seller and after Closing its Affiliates shall cause ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP to keep the files and communications referred to in the foregoing clauses (aii) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers (iii) confidential and will this Section 10.19 shall not pass to constitute or be claimed by construed as a waiver or release of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP’s obligation to keep confidential any information with respect to the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theGroup Companies in its possession. _

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Fish & ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends 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 Sellers of the direct and indirect holders of shares of Company Capital Stock and their respective Affiliates (which will no longer include the Target Entities) Company after the Merger Closing), the Buyer and each of the Target Entities Ultimate Parent, Parent, Merger Sub and Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Seller Counsel representing such Sellers and/or 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 BuyerCompany, any Target Entity the Surviving Corporation and their Subsidiaries or the transactions contemplated hereinby this Agreement. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of shares of Company Capital Stock, the Company and their Affiliates or any Target Entity respective Affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in Seller Counsel, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby by this Agreement shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of shares of Company Capital Stock and their respective Affiliates (and not the Target Entities)Company or the Surviving Corporation) from and after the Effective Time. Accordingly, the Target Entities Surviving Corporation shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Seller Counsel relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of shares of Company Capital Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation shall not be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Seller Counsel in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of shares of Company Capital Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Seller Counsel shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Surviving Corporation by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Seller Counsel and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the Surviving Corporation is not waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed transactions contemplated by the Buyer, this Agreement) in connection with any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theThird Party Claim.

Waiver of Conflicts. Recognizing (a) Each party hereby agrees, on its own behalf and on behalf of its directors, managers, officers, owners, employees and Affiliates (including Sponsor) and each of their successors and assigns (all such parties, the “Waiving Parties”), that following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, LLP may represent any Person in connection with any transaction or Action involving or relating to Buyer, the Company or their respective Subsidiaries (any such representation, the “Buyer Post-Closing Representation”) notwithstanding its representation of Buyer in connection with the transactions contemplated by this Agreement. Each of Buyer and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Buyer Post-Closing Representation may be directly adverse to any Waiving Party. (b) Each party hereby agrees, on its own behalf and on behalf of its Waiving Parties, that following the Closing, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior may represent any Person in connection with any transaction or Action involving or relating to the ClosingCompany, the Company Subsidiaries or the Existing Equityholders (any such representation, the “Existing Equityholder Post-Closing Representation”) notwithstanding its representation of the Company, the Company Subsidiaries and the Existing Equityholders in connection with the transactions contemplated by this Agreement. Each of the Company and the Existing Equityholders, on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Existing Equityholder Post-Closing Representation may be directly adverse to any Waiving Party. (c) The parties hereby consent to process being served by any other party in any Related Claim by the delivery of a copy thereof in accordance with the provisions of Section 8.1 (other than by email) along with a notification that ▇▇▇▇▇▇ ▇▇▇▇▇ service of process is being served in conformance with this Section 8.20(c). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law. (d) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ , LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files third party beneficiaries of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethis Section 8.20.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G has acted as legal counsel to certain Sellers of the Securityholders and their the Company, its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Securityholders after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, waives any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G representing such Sellers any of the Securityholders and/or their respective Affiliates after the Closing as such representation may relate to the Buyer, Parent or any Target Entity or Group Company in connection with the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers WF&G and any of the Securityholders and their respective Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholder and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers and their Affiliates the applicable Securityholders (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G in respect of such engagement constitute property of the client, only such Sellers and their Affiliates the applicable Securityholders (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP WF&G shall not have no any duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or among WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding anything herein to the contrary, on its own behalf (i) the foregoing provisions of this Section 12.18 shall not extend to any communication or file not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement or any other agreements contemplated hereby or any claims brought in connection herewith or therewith, and (ii) in the event that a dispute arises between Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilege, all other evidentiary privileges, and the expectation privilege to prevent disclosure of client confidence as confidential communications by WF&G to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has LLP, and Global Immigration Associates, P.C. (each, a “Transaction Counsel”) have acted as legal counsel to the Company, Seller and certain Sellers and their of its respective Affiliates prior to the ClosingSigning Date, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends the Transaction Counsel intend to act as legal counsel to certain Sellers Seller and their its respective Affiliates (which will no longer include other than the Target EntitiesCompany) (individually and collectively, the “Seller Group”) after the Closing. In recognition of the foregoing, the each of Buyer and each of the Target Entities hereby Company expressly waives, on its own behalf and on behalf of its directors, members, partners, stockholder, officers, employees and Affiliates and agrees to cause its Affiliates directors, members, partners, stockholder, officers, employees and Affiliates, and the Company to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP any Transaction Counsel representing such Sellers and/or their Affiliates the Seller Group after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated hereinTransactions. In addition, all All communications involving attorney- attorney-client confidences between such Sellers Seller, the Company and their Affiliates or respective Affiliates, on the one hand, and any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in Transaction Counsel, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its respective Affiliates (and not the Target EntitiesCompany). Accordingly, neither Buyer, nor the Target Entities Company shall not, without such Sellers’ consent, have access to or will seek to obtain any such communications, communications or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP any Transaction Counsel relating to its engagement, whether or not such engagement from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers Seller and their its respective Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company shall not be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP any Transaction Counsel in respect of such engagement constitute property of the client, only such Sellers Seller and their its respective Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP no Transaction Counsel shall have no any duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP such Transaction Counsel and any the Company. For the avoidance of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closingdoubt, the Target Entities), that from and after Closing (a) the Company is not waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, Transactions) in connection with any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party Litigation.

Waiver of Conflicts. Recognizing The Parties acknowledge that ▇at all times up to the Closing, in-house and all other counsel, including ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted Day, of U.S. Seller and its Affiliates as legal counsel to certain of the Closing Date (“Sellers’ Counsel”) have represented only the Sellers and the Companies and that Sellers’ Counsel possesses or will possess communications and documents that Sellers’ Counsel prepared or will prepare in connection with their Affiliates representation of the Companies, in each case that relate to this Agreement or the Ancillary Agreements and were delivered or prepared before the Closing (collectively, the “Sellers’ Counsel Work Product”). The Parties further acknowledge that Sellers’ Counsel has been and will be providing, prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends legal advice to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise Companies in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between by this Agreement and the Ancillary Agreements and in such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course capacity will have obtained confidential information of the negotiationCompanies (the “Company Confidential Information”), documentation including privileged communications between Sellers’ Counsel, on the one hand, and consummation the directors, officers, shareholders, members, accounting firms, financial advisors or employees of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates Companies, on the other hand (and not the Target Entities“Company Privileged Communications”). AccordinglyIf subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or the Ancillary Agreements between Buyer and the Sellers (each a “Dispute”), the Target Entities shall notParties, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files such consent is necessary, hereby consent to Sellers’ Counsel’s representation of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Sellers in respect the Dispute(s), as long as neither Buyer nor any of its Affiliates are clients of Sellers’ Counsel when the dispute arises or exists. In any Dispute, Buyer shall not seek disclosure or discovery of any item of Sellers’ Counsel Work Product as evidence in any legal proceeding (including arbitration) arising out of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theDispute.

Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain the Sellers and the Purchased Companies and their respective Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain the Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the each of Buyer and each of the Target Entities Purchased Companies (following the Closing) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP representing such any of the Sellers and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Purchased Companies or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Seller and their its Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target EntitiesPurchased Companies). Accordingly, the Target Entities Purchased Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such the Sellers and their Affiliates (and not the Target EntitiesPurchased Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Purchased Companies shall not be a holder thereof, (bii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such the applicable Sellers and their Affiliates (and not the Target EntitiesPurchased Companies) shall hold such property rights and (ciii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Purchased Companies by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and any of the Target Entities Purchased Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.