Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees that Existing Counsel has acted as counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro Group.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees that Existing Counsel L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP has acted as legal counsel to Recro Sellers and Baudax their respective Affiliates prior to the Closing (the “Prior Counsel”). The Prior Counsel intends to act as legal counsel to Sellers and their respective Affiliates (other than Buyer and its direct and indirect subsidiaries). Buyer hereby waives and agrees not to assert, on its own behalf and agrees to cause its Affiliates to waive and to not assert, any conflicts that may arise in connection with or relating to the negotiation Prior Counsel representing Sellers, its Affiliates or any of their respective officers, employees or directors (any such person, a “Designated Person”) after the Closing in any matter involving this Agreement or any of the Ancillary Agreements or the transactions contemplated hereby or thereby, including relating to the Business. Without limiting the foregoing, Buyer and Sellers agree that, following the Closing, Prior Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement and consummation of the transactions contemplated hereby. , including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement (beach a “Business Dispute”) Recro hereby consents and agrees tonotwithstanding any representation by Prior Counsel prior to the Closing, and Buyer (on behalf of itself and its Subsidiaries (including, after the Closing, the Purchased Subsidiary)) hereby agrees to cause that, in the event that a Business Dispute arises after the Closing between Buyer or any of its respective Subsidiaries (including, after the Closing, the Purchased Subsidiary), on the one hand, and any Designated Person, on the other members of the Recro Group to consent and agree tohand, Existing Prior Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes may represent one or more Designated Persons in which such Business Dispute even though the interests of the Recro Group such Person(s) may be directly adverse to Buyer or its Subsidiaries (including, after the Baudax GroupClosing, the Purchased Subsidiary) and even though Existing Prior Counsel may have represented Recro or another member of the Recro Group such Purchased Subsidiary in a matter substantially related to any such dispute, Business Dispute. All communications involving attorney-client confidences between Sellers or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate Affiliates and Prior Counsel in any way to the course of the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Counsel Communications”) shall be deemed to be retained and owned collectively by attorney-client confidences that belong solely to Sellers or their respective Affiliates. Accordingly, Buyer shall not have access to any such communications, or to the Baudax Groupfiles of Prior Counsel relating to its engagement, whether or not the Closing shall be controlled by Baudax have occurred. Buyer (on behalf of the Baudax Group itself and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged its Subsidiaries (the “Privileged Deal Communications”) shall remain privileged including, after the Distribution Effective Time Closing, the Purchased Subsidiary)) hereby waives and the Privilege and the expectation of will not assert, any attorney-client confidence relating thereto shall belong solely or other applicable legal privilege or protection with respect to the Baudax GroupCounsel Communications or in connection with any post-Closing representation of Sellers, including in connection with a Business Dispute with Buyer or its Subsidiaries (including, following the Closing, any Purchased Subsidiary), it being the intention of the Parties that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Sellers and their respective Affiliates, and that Sellers or their respective Affiliates and not Buyer or its Subsidiaries (including, after the Closing, the Purchased Subsidiary), shall be controlled by Baudax on behalf of have the Baudax Group and shall sole right to decide whether or not remain with to waive any attorney-client or be claimed by the Recro Groupother applicable legal privilege or protection.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees that Existing Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to Recro Sellers and Baudax their respective Affiliates prior to the Closing (the “Prior Counsel”). The Prior Counsel intends to act as legal counsel to Sellers and their respective Affiliates (other than Buyer and its direct and indirect subsidiaries). Buyer hereby waives and agrees not to assert, on its own behalf and agrees to cause its Affiliates to waive and to not assert, any conflicts that may arise in connection with or relating to the negotiation Prior Counsel representing Sellers, its Affiliates or any of their respective officers, employees or directors (any such person, a “Designated Person”) after the Closing in any matter involving this Agreement or any of the Ancillary Agreements or the transactions contemplated hereby or thereby, including relating to the Business. Without limiting the foregoing, Buyer and Sellers agree that, following the Closing, Prior Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement and consummation of the transactions contemplated hereby. , including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement (beach a “Business Dispute”) Recro hereby consents and agrees tonotwithstanding any representation by Prior Counsel prior to the Closing, and Buyer (on behalf of itself and its Subsidiaries (including, after the Closing, the Purchased Subsidiary)) hereby agrees to cause that, in the event that a Business Dispute arises after the Closing between Buyer or any of its respective Subsidiaries (including, after the Closing, the Purchased Subsidiary), on the one hand, and any Designated Person, on the other members of the Recro Group to consent and agree tohand, Existing Prior Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes may represent one or more Designated Persons in which such Business Dispute even though the interests of the Recro Group such Person(s) may be directly adverse to Buyer or its Subsidiaries (including, after the Baudax GroupClosing, the Purchased Subsidiary) and even though Existing Prior Counsel may have represented Recro or another member of the Recro Group such Purchased Subsidiary in a matter substantially related to any such dispute, Business Dispute. All communications involving attorney-client confidences between Sellers or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate Affiliates and Prior Counsel in any way to the course of the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Counsel Communications”) shall be deemed to be retained and owned collectively by attorney-client confidences that belong solely to Sellers or their respective Affiliates. Accordingly, Buyer shall not have access to any such communications, or to the Baudax Groupfiles of Prior Counsel relating to its engagement, whether or not the Closing shall be controlled by Baudax have occurred. Buyer (on behalf of the Baudax Group itself and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged its Subsidiaries (the “Privileged Deal Communications”) shall remain privileged including, after the Distribution Effective Time Closing, the Purchased Subsidiary)) hereby waives and the Privilege and the expectation of will not assert, any attorney-client confidence relating thereto shall belong solely or other applicable legal privilege or protection with respect to the Baudax GroupCounsel Communications or in connection with any post-Closing representation of Sellers, including in connection with a Business Dispute with Buyer or its Subsidiaries (including, following the Closing, any Purchased Subsidiary), it being the intention of the Parties that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Sellers and their respective Affiliates, and that Sellers or their respective Affiliates and not Buyer or its Subsidiaries (including, after the Closing, the Purchased Subsidiary), shall be controlled by Baudax on behalf of have the Baudax Group and shall sole right to decide whether or not remain with to waive any attorney-client or be claimed by the Recro Groupother applicable legal privilege or protection.

Waiver of Conflicts. (a) Each of The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the parties acknowledges and agrees that Existing Counsel has acted Closing, Shearman & Sterling LLP may serve as counsel to Recro and Baudax one or more of the Bakkt Equity Holders or their Affiliates in connection with the negotiation of any matters related to this Agreement and consummation the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Shearman & Sterling LLP prior to the Closing Date of Bakkt Opco. The Parties hereby (i) waive any claim they have or may have that Shearman & Sterling 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 after the Closing between VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company), on the one hand, and one or more of the transactions contemplated hereby. (b) Recro hereby consents and agrees toBakkt Equity Holders or any of their respective Affiliates, and agrees to cause on the other members hand, Shearman & Sterling LLP may represent one or more of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members Bakkt Equity Holders or any of the Baudax Group, including with respect to disputes their respective Affiliates in which such dispute even though the interests of the Recro Group such Person(s) may be directly adverse to the Baudax GroupVIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company) and even though Existing Counsel Shearman & Sterling LLP may have represented Recro or another member of the Recro Group Bakkt Opco in a matter substantially related to any such dispute. The Parties also further agree that, as to all communications prior to the Closing among Shearman & Sterling LLP and Bakkt Opco (or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees toits Subsidiaries), and agrees to cause the other members one or more of the Baudax Group to consent Bakkt Equity Holders or such Bakkt Equity Holders’ Affiliates and agree toRepresentatives, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelyTransactions, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belong to be retained the applicable Bakkt Equity Holders and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group such Bakkt Equity Holders and shall not pass to or be claimed by VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company). Notwithstanding the Recro Group. All Deal Communications foregoing, in the event that are attorney- client privileged a dispute arises between VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company), on the “Privileged Deal Communications”one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) shall remain privileged after the Distribution Effective Time Closing, Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Shearman & Sterling LLP to such third party; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the holders of a majority in interest of the Surviving Company Common Units held by the Bakkt Equity Holders at the Closing (which shall for the avoidance of doubt shall exclude the Surviving Company Common Units issued to Bakkt Pubco). (b) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, White & Case LLP may serve as counsel to VIH Sponsor and its Affiliates in connection with any matters related to this Agreement and the Privilege Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by White & Case LLP prior to the Closing Date of VIH. The Parties hereby (i) waive any claim they have or may have that White & Case 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 after the Closing between VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company), on the one hand, and VIH Sponsor or any of its Affiliates, on the other hand, White & Case LLP may represent VIH Sponsor or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company) and even though White & Case LLP may have represented VIH in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among White & Case LLP and VIH, VIH Sponsor or VIH Sponsor’s Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall VIH Sponsor and may be controlled by Baudax on behalf of the Baudax Group VIH Sponsor and shall not remain with pass to or be claimed by VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company). Notwithstanding the Recro Groupforegoing, in the event that a dispute arises between VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or 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, Bakkt Pubco may assert the attorney-client privilege to prevent disclosure of confidential communications by White & Case LLP to such third party; provided, however, that the Bakkt Pubco may not waive such privilege without the prior written consent of the VIH Sponsor.

Waiver of Conflicts. (a) Each of the parties hereto acknowledges and agrees agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that Existing Counsel has acted as counsel to Recro the Company, and Baudax not any of its individual Stockholders, is the client of DLA Piper LLP (US) (the “Firm”). After the Closing, it is possible that the Firm will represent the Stockholders, the Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with the negotiation of transactions contemplated herein or in the Escrow Agreement, the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Parent and consummation 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 Fund and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, 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, the Escrow Agreement, or the transactions contemplated hereby. (b) Recro hereby or thereby. Each of the parties hereto consents and agrees tothereto, and agrees waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to cause consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the other members parties have consulted with counsel or have been advised they should do so in this connection. The foregoing agreement and conflict of interest waiver set forth in this Section 7.13 will become effective upon receipt by Parent at the address set forth in Section 7.13 addressed to the attention of the Recro Group to Chief Executive Officer, of written confirmation from the Firm that: (1) it will not disclose or use any confidential information that it has obtained from Company without the prior consent of Parent and agree to, Existing Counsel representing Baudax and the other members will not otherwise use or disclose any such confidential information in connection with any representation of the Baudax Group, including with respect to disputes in which the interests of the Recro Seller Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c2) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. it will deliver Company’s files (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees excluding accounting records or other Representatives that relate in internal Firm documents, e-mails or communications or drafts of any way to the negotiation, documentation and consummation of the transactions contemplated documents) upon request by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro GroupCompany.

Waiver of Conflicts. (a) Each of the parties Party acknowledges and agrees agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that Existing Counsel has acted as counsel to Recro the Company is a client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“Firm”). After the Closing, it is possible that Firm will represent the Equityholders and/or the Equityholders Representative (individually and Baudax collectively, the “Seller Group”) solely in connection with the negotiation transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Equityholders. Parent, the Surviving Corporation and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement and consummation of any claims that may be made thereunder pursuant to this Agreement, including a dispute that arises after the transactions contemplated hereby. Closing between Parent (band/or the Company) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax GroupEquityholders Representative, including with respect to disputes in which even though the interests of the Recro Group Equityholders Representative may be directly adverse to Parent or the Baudax GroupCompany, and even though Existing Counsel the Firm may have represented Recro or another member of the Recro Group Company in a matter substantially related to any such dispute, dispute or may be handling ongoing matters for the Recro Company. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any representative or Affiliate of the Seller Group. (c) Baudax hereby , solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each Party consents and agrees tothereto, and agrees to waives any conflict of interest arising therefrom, and each such Party shall cause the other members of the Baudax Group any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in this connection. Parent and Merger Sub further agree tothat, Existing Counsel representing Recro as to all communications among the Firm, the Company, the Equityholders Representative and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives Equityholders that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelyAgreement, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belongs to be retained the Equityholders Representative and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group Equityholders and shall not pass to or be claimed claims by Parent, Merger Sub or the Recro GroupSurviving Corporation. All Deal Communications Notwithstanding the foregoing, in the event that are attorney- client privileged (a dispute arises between Parent and Surviving Corporation, on the “Privileged Deal Communications”) shall remain privileged after one hand, and a third party other than the Distribution Effective Time Equityholders Representative or any Equityholder, on the other hand, Parent and the Privilege Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential information to such third party, and neither Parent nor the expectation of client confidence relating thereto shall belong solely to Surviving Corporation may waive such privilege without the Baudax Group, shall be controlled by Baudax on behalf prior written consent of the Baudax Group and shall not remain with or be claimed by the Recro GroupEquityholders Representative.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees that Existing Counsel has acted as counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees toBuyer, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax Merger Sub and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. Company (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself andand its Subsidiaries) agree that, after the Distribution Effective Time, on behalf notwithstanding any current or prior representation of the Recro GroupCompany or any of its Subsidiaries by Dechert LLP (“Dechert”) and/or Sidley Austin LLP (“Sidley”), that all communications Dechert and/or Sidley shall be allowed to represent the Stockholders’ Representative, any Fully Diluted Common Holder or any of their respective Affiliates in any form matters and/or disputes (or format whatsoever between any other matter), including any matter or among any of Existing Counseldispute adverse to Buyer, Merger Sub, the Recro GroupCompany, the Baudax GroupSurviving Corporation, any Subsidiaries of Buyer, the Surviving Corporation or the Company, or any of their respective directorsAffiliates that either is existing on the date hereof or that arises in the future and relates to this Agreement or any of the other Ancillary Agreements, officersor any of the transactions contemplated hereby or thereby, employees and Buyer, Merger Sub, and the Company (on behalf of itself and its Subsidiaries) hereby (a) waive any claim they have or may have that Dechert or Sidley has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyer, the Surviving Corporation, any Subsidiaries of Buyer or the Surviving Corporation or any of their respective Affiliates (on the one hand) and any Fully Diluted Common Holder, the Stockholders’ Representative or any of their respective Affiliates (on the other Representatives that relate hand), Dechert and/or Sidley may represent such Fully Diluted Common Holder, the Stockholders’ Representative or such Affiliate in such dispute even though the interests of such Fully Diluted Common Holder, the Stockholders’ Representative or such Affiliate may be directly adverse to Buyer, the Surviving Corporation, any way Subsidiaries of Buyer or the Surviving Corporation or any of their respective Affiliates and even though Dechert or Sidley may have represented the Company and its Subsidiaries in a matter related to such dispute. Buyer and the Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications between or among Dechert and/or Sidley, on the one hand, and the Company, any of the Subsidiaries of the Company, any of Fully Diluted Common Holders, the Stockholders’ Representative and/or any of their respective Affiliates, on the other hands, to the negotiationextent relating to the Company’s sale process, documentation and consummation of the this Agreement or any Ancillary Agreement, or transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelythe Ancillary Agreements, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belongs to be retained the Stockholders’ Representative, the Fully Diluted Common Holders and owned collectively by the Baudax Grouptheir Affiliates, shall and may be controlled by Baudax on behalf of the Baudax Group Stockholders’ Representative, the Fully Diluted Common Holders and their Affiliates, and shall not pass to or be claimed by Buyer, Merger Sub, the Recro Group. All Deal Communications that are attorney- client privileged (Surviving Corporation, the “Privileged Deal Communications”) shall remain privileged after Company or any Subsidiary or Affiliate of Buyer, the Distribution Effective Time and Surviving Corporation or the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro GroupCompany.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees Recognizing that Existing Counsel Ropes & Gray, LLP has acted as legal counsel to Recro the Company, the Subsidiaries, certain of the direct and Baudax in connection with indirect holders of Company Shares and certain of their respective Affiliates prior to the negotiation date of this Agreement and consummation that Ropes & Gray, LLP intends to act as legal counsel to certain of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Company and the Subsidiaries) after the Closing, each of Purchaser, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and the Subsidiaries to waive, any conflicts that may arise in connection with Ropes & Gray, LLP representing any direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Purchaser, Merger Sub, the Company, the Surviving Corporation and the Subsidiaries or the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including in connection with respect to disputes any negotiation, arbitration, mediation, litigation or other proceeding in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially any way related to any such disputea dispute with Purchaser, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees toSurviving Corporation, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, its Subsidiaries or any of their respective directorsAffiliates following the Closing arising out of or relating to this Agreement, officersthe ancillary agreements contemplated hereby, employees the transactions contemplated hereby or the negotiation, execution, performance or consummation of any of the foregoing. In addition, all communications involving attorney-client confidences between direct and indirect holders of Company Shares, the Company and the Subsidiaries and their respective Affiliates, on the one hand, and Ropes & Gray, LLP, on the other Representatives that relate hand, in any way to the course of the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) hereby shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications attorney-client confidences that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Groupdirect and indirect holders of Company Shares and their respective Affiliates (and not the Company, the Surviving Corporation or the Subsidiaries). Accordingly, the Surviving Corporation and the Subsidiaries shall not have access to any such communications or to the files of Ropes & Gray, LLP relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the direct and indirect holders of Company Shares and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries) shall be controlled by Baudax on behalf the sole holders of the Baudax Group attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or the Subsidiaries 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 the direct and indirect holders of Company Shares and their respective Affiliates (and not remain with the Surviving Corporation and the Subsidiaries) shall hold such property rights and (c) Ropes & Gray, LLP shall have no duty whatsoever to reveal or be claimed disclose any such attorney-client communications or files to the Surviving Corporation or any of the Subsidiaries by reason of any attorney-client relationship between Ropes & Gray, LLP and the Recro GroupCompany or any of the Subsidiaries or otherwise.

Waiver of Conflicts. Recognizing that Sidley Austin LLP (a“Sidley”) Each and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EGS”) has each acted as legal counsel to HCAC, First Merger Sub, Second Merger Sub, Sponsor, certain HCAC security holders and certain of their respective affiliates prior to the Closing, and that Sidley and EGS may act as legal counsel to HCAC, the Surviving Corporation, and the Surviving Entity and one or more of its subsidiaries, Sponsor, certain HCAC security holders and certain of their respective affiliates after the Closing, each of HCAC and the Surviving Corporation (including on behalf of the parties acknowledges and agrees that Existing Counsel has acted as counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (bSurviving Corporation’s subsidiaries) Recro hereby consents and agrees towaives, on its own behalf and agrees to cause its affiliates to waive, any conflicts that may arise in connection with each of Sidley’s and EGS’ representing HCAC, First Merger Sub, Second Merger Sub, the other members of Surviving Corporation, the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro Surviving Entity or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counselits subsidiaries, the Recro GroupSponsor, the Baudax Group, or any HCAC security holder and any of their respective directorsAffiliates after to the Closing. In addition, officersall communications involving attorney-client confidences by or among HCAC, employees First Merger Sub, Second Merger Sub, Sponsor, HCAC security holders or other Representatives that relate their respective affiliates in any way to 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 Sponsor, such HCAC security holder or such affiliate (and not to HCAC, the Surviving Corporation, the Surviving Entity or any of its subsidiaries). Accordingly, HCAC, the Surviving Corporation, and the Surviving Entity, as the case may be, will not have access to any such communications, or to the files of Sidley or EGS relating to such engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sponsor or the applicable HCAC security holder and its affiliates (and not HCAC, the Surviving Corporation, the Surviving Entity or any of its subsidiaries) will be the sole holders of the attorney-client privilege with respect to such engagement, and none of HCAC, the Surviving Corporation, the Surviving Entity and its subsidiaries will be a holder thereof, (ii) to the extent that files of each of Sidley and EGS in respect of such engagement constitute property of the client, only Sponsor, the applicable HCAC security holder or their respective affiliates (and not HCAC, the Surviving Corporation, the Surviving Entity or any of its subsidiaries) will hold such property rights and (iii) each of Sidley and EGS will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to HCAC after the Closing and before or after the Closing, the Surviving Corporation, the Surviving Entity or any of its subsidiaries by reason of any attorney-client relationship between Sidley and EGS (as applicable) and HCAC, First Merger Sub, and Second Merger Sub before the Closing and after the Closing, the Surviving Corporation and any of its subsidiaries or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between HCAC, the Surviving Corporation, the Surviving Entity or any of its subsidiaries and a third party (other than a party to this Agreement or any dispute arising under this Agreement (collectivelyof their respective affiliates) after the Closing, HCAC, the “Deal Communications”) shall be deemed to be retained Surviving Corporation and owned collectively by the Baudax Group, shall be controlled by Baudax Surviving Entity (including on behalf of its subsidiaries) may assert the Baudax Group attorney-client privilege to prevent disclosure of confidential communications by Sidley and shall not pass EGS to or be claimed by such third party; provided, however, that neither HCAC, the Recro Group. All Deal Communications that are attorney- client privileged (Surviving Corporation, the “Privileged Deal Communications”) shall remain privileged after Surviving Entity nor any of its subsidiaries may waive such privilege without the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf prior written consent of the Baudax Group and shall not remain with or be claimed by the Recro GroupSponsor.

Waiver of Conflicts. The parties hereto (acollectively, the “Consenting Parties”) Each acknowledge that at all times relevant hereto up to the Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“Company Counsel”) has represented only the Company. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or the Escrow Agreement between the Securityholder Representative, on the one hand, and another Consenting Party, on the other hand (each a “Dispute”), the Consenting Parties consent to Company Counsel’s representation of the parties acknowledges and agrees Securityholder Representative in the Dispute(s). The Consenting Parties acknowledge that Existing Company Counsel has acted as counsel been and will be providing legal advice to Recro and Baudax the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax Merger and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Escrow Agreement and in such capacity will have obtained confidential information of the Company (the “Company Confidential Information”). The Company Confidential Information includes all communications, whether written or any dispute arising under electronic, between Company Counsel and the directors, officers, stockholders, accounting firm, and/or employees of the Company, all files, attorney notes, drafts or other documents directly relating to this Agreement or the Escrow Agreement, which predate the Closing (collectively, the “Deal CommunicationsCompany Counsel Work Product”) shall ). In any Dispute, to the extent that any Company Confidential Information is in Company Counsel’s possession at the Effective Time, such Company Confidential Information may be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax used on behalf of the Baudax Group Securityholder Representative and the Consenting Parties in connection with such Dispute. In any Dispute, the Consenting Parties waive the right to present any Company Counsel Work Product as evidence in any legal proceeding arising out of such Dispute. The Consenting Parties waive their right to access any Company Counsel Work Product, except as reasonably necessary in connection with a legal proceeding that is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by Company Counsel for the benefit of the Company Securityholders and the Securityholder Representative in any action arising under this Agreement of any information (confidential or otherwise) disclosed to it by the Company (including its directors, officers, Company Securityholders, accounting firm, and/or employees of the Company) prior to the Effective Time. Except as expressly set forth above, this Section 10.7 shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely grant any rights to the Baudax Group, shall be controlled by Baudax on behalf of Securityholder Representative with respect to the Baudax Group and shall not remain with or be claimed by the Recro GroupCompany Confidential Information except as described herein.

Waiver of Conflicts. (a) Each It is acknowledged by each of the parties acknowledges Parties that each of the Company and agrees that Existing Counsel has acted certain Affiliates of TPG and Calera have retained Skadden to act as their counsel to Recro and Baudax in connection with the negotiation transactions contemplated hereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of this Agreement the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, on the one hand, and any of TPG or Calera or their respective Affiliates, on the other hand, Skadden may represent either or both of TPG and Calera in such dispute even though the interests of TPG and Calera may be directly adverse to Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Company or any of the Company’s Subsidiaries in any matter substantially related to such dispute. Each of the Company (on behalf of itself and the Surviving Corporation), Parent and Merger Sub acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, on the one hand, and any of TPG or Calera or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees toby this Agreement, and agrees as to cause all communications among Skadden, the other members Company, any of the Recro Group to consent Company’s Subsidiaries, TPG and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives Calera that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Privileged Deal Communications”) shall be deemed ), the attorney-client privilege and the expectation of client confidence belongs to be retained TPG or Calera, as applicable, and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group such Person and shall not pass to or be claimed by Parent, the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation Surviving Corporation or any of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with their respective Subsidiaries or be claimed by the Recro GroupAffiliates.

Waiver of Conflicts. (a) Each of the parties hereto acknowledges and agrees agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that Existing Counsel has acted as counsel to Recro the Company is the client of DLA Piper LLP (US) (“Firm”), and Baudax not any of its individual Company Securityholders. After the Closing, it is possible that Firm will represent the Company Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with the negotiation of transactions contemplated herein or in the Escrow Agreement, the Adjustment Escrow Amount, the Indemnity Escrow Amount, and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Acquiror and consummation 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 transactions contemplated hereby. (b) Recro hereby consents and agrees toAdjustment Escrow Amount, the Indemnity Escrow Amount, and agrees any claims that may be made thereunder pursuant to cause this Agreement or the other members Escrow Agreement. The Firm (or any successor) may serve as counsel to all or a portion of the Recro Seller Group to consent and agree toor any director, Existing Counsel representing Baudax and the other members stockholder, partner, officer, employee, representative, or Affiliate of the Baudax Seller Group, including in connection with respect any litigation, claim or obligation arising out of or relating to disputes in which this Agreement, the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such disputeEscrow Agreement, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf Escrow Agreement. Each of the Baudax Group parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall not pass cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or be claimed by have been advised they should do so in this connection. Communications between the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time Company and the Privilege Firm will become the property of the Securityholders’ Representative and the expectation of client confidence relating thereto shall belong solely Company Securityholders following closing and will not be disclosed to Acquiror without the Baudax Group, shall be controlled by Baudax on behalf consent of the Baudax Group and shall not remain with or be claimed by the Recro GroupSecurityholders’ Representative.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees Recognizing that Existing Seller’s Counsel has acted as legal counsel to Recro one or more of Seller and Baudax in connection with its affiliates prior to the negotiation Closing, and that Seller’s Counsel intends to act as legal counsel to one or more of this Agreement Seller and consummation its affiliates (which will no longer include the Transferred Subsidiaries) after the Closing, each of the transactions contemplated hereby. Parent Group Companies and the Transferred Subsidiaries hereby (bi) Recro hereby consents waives, on its own behalf and agrees toon behalf of its Representatives and affiliates (individually and collectively, the “Purchaser Group”), and agrees to shall cause the other members of the Recro Group any affiliate thereof to consent to and agree towaive, Existing any claim they have or may have that Seller’s Counsel representing Baudax has a conflict of interest or is otherwise prohibited from engaging in such representation and the other members (ii) acknowledge and agree, on their own behalf and on behalf of the Baudax Grouptheir affiliates, including with respect to disputes the Transferred Subsidiaries following the Closing, that, in which the event that any dispute arises after the Closing between the Purchaser Group or Seller or its affiliates, Seller’s Counsel may represent one or more of Seller or its affiliates in such dispute even though the interests of the Recro Group such person(s) may be directly adverse to the Baudax Group, Purchaser or any Transferred Subsidiary and even though Existing Seller’s Counsel may have represented Recro or another member of the Recro Group a Transferred Subsidiary in a matter substantially related to any such dispute, or may be handling ongoing matters for dispute prior to the Recro Group. (c) Baudax hereby consents Closing. Purchaser represents that ▇▇▇▇▇▇▇▇▇’s own attorney has explained and agrees tohelped Purchaser evaluate the implications and risks of waiving the right to assert future conflict against Seller’s Counsel, and agrees to cause the other members of the Baudax Group to Purchaser’s consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Groupthis waiver is fully informed. In addition, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever involving attorney-client confidences between or among any of Existing Counsel, the Recro Group, the Baudax Group, Seller or its affiliates (other than any of their respective directors, officers, employees or other Representatives that relate in any way Transferred Subsidiary) and Seller’s Counsel with respect to the negotiation, documentation and consummation of the transactions contemplated by hereby (including, for the avoidance of doubt, all of the client files and records in the possession of Seller’s Counsel related to this Agreement or any dispute arising under this Agreement and the transactions contemplated hereby ) (collectively, the “Deal Privileged Communications”) shall be deemed to be retained attorney-client confidences that belong solely to Seller and owned collectively by its affiliates (and not the Baudax GroupTransferred Subsidiaries), and the attorney-client privilege and the expectation of client confidence belongs to, and shall be controlled by Baudax on behalf of by, the Baudax Seller Group and shall will not pass to or be claimed by Purchaser or a Transferred Subsidiary. Accordingly, the Recro GroupTransferred Subsidiaries shall not, without Seller’s consent, have access to any Privileged Communications. All Deal Communications that are attorney- client privileged Without limiting the generality of the foregoing, upon and after the Closing, (a) Seller and its affiliates (and not the “Privileged Deal Communications”Transferred Subsidiaries) shall remain privileged be the sole holders of the attorney-client privilege with respect to the Privileged Communication, (b) to the extent that files of Seller’s Counsel in respect of the Privileged Communication, only Seller and its affiliates (and not the Transferred Subsidiaries) shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or disclose any Privileged Communications to any of the Transferred Subsidiaries by reason of any attorney-client relationship between Seller’s Counsel and any of the Transferred Subsidiaries prior to the Closing. In addition, Purchaser and the Transferred Subsidiaries agree that it would be impractical to remove all Privileged Communications from the records (including e-mails and other electronic files) of the Transferred Subsidiaries. Accordingly, as to any Privileged Communications prior to the Closing, Purchaser and each Transferred Subsidiary together with any of their respective affiliates, subsidiaries, successors or assigns, further agree that no such person may use or rely on or access without consent any Privileged Communications in any Proceeding initiated by Seller or any of its affiliates against Purchaser or any of its affiliates (including any Transferred Subsidiary following the Closing) or by Purchaser or any of its affiliates (including any Transferred Subsidiary following the Closing) against Seller or any of its affiliates, in each case concerning the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event that any dispute arises after the Distribution Effective Time Closing between any member of the Purchaser Group (including the Transferred Subsidiaries) and a third party other than any member of the Privilege and Seller Group, Purchaser Group (including the expectation Transferred Subsidiaries) may assert attorney-client privilege to prevent disclosure of client confidence relating thereto Privileged Communications to such third party; provided, however, that no member of the Purchaser Group may waive such privilege without the prior written consent of the Seller Group, which consent shall belong solely not be unreasonably withheld, condition or delayed. In the event that a member of the Purchaser Group is legally required by Judgment from any Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications then Purchaser, to the Baudax Groupextent permitted by applicable Law, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro Grouppromptly notify Seller in writing so that Seller has a reasonable opportunity to seek a protective order.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees that Existing Counsel has acted as counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees toAcquiror, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax Merger Sub and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. Company (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself andand AG LLC) agree that, after the Distribution Effective Time, on behalf notwithstanding any current or prior representation of the Recro GroupCompany or AG LLC by Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), that all communications ▇▇▇▇ ▇▇m▇ ▇▇▇ll ▇▇ ▇llowed to represent any Holder or any of their respective Affiliates in any form or format whatsoever between or among any of Existing Counselmatters and/or disputes adverse to Acquiror, Merger Sub, the Recro GroupCompany, the Baudax GroupSurviving Entity, any Subsidiaries of Acquiror, the Surviving Entity or the Company, or any of their respective directorsAffiliates that relates to this Agreement or any of the other Transaction Documents, officersor any of the transactions contemplated hereby or thereby (“Post-Closing Representation”), employees and Acquiror, Merger Sub, and the Company (on behalf of itself and AG LLC) hereby (a) waive any claim they have or may have that Akin Gump has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Acquiror, the Surviving Entity, any Subsidiaries of Acquiror or the Surviving Entity or any of their respective Affiliates (on the one hand) and any Holder or any of their respective Affiliates (on the other Representatives hand), Akin Gump may represent such Holder or such Affiliate in such dispute even though the interests of such Holder or such Affiliate may be directly adverse to Acquiror, the Surviving Entity, any Subsidiaries of Acquiror or the Surviving Entity or any of their respective Affiliates and even though Akin Gump may have represented the Company and AG LLC in a matter related to such dispute. Acquiror and the Company (on behalf of itself and AG LLC) also further agree that, as to all attorney-client privileged communications (that do not otherwise evidence or relate to fraud) between or among Akin Gump and the Company, any of the Subsidiaries of the Company, any Holder and/or any of their respective Affiliates that relate in any way to the negotiation, documentation preparation, execution and consummation Closing of this Agreement or any of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelythe Transaction Documents in connection with the Post-Closing Representation, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belongs to be retained the Holder and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group Holder and shall not pass to or be claimed by Acquiror, Merger Sub, the Recro Group. All Deal Communications that are attorney- client privileged (Surviving Entity, the “Privileged Deal Communications”) shall remain privileged after Company or any Subsidiary or Affiliate of Acquiror, the Distribution Effective Time and Surviving Entity or the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro GroupCompany.

Waiver of Conflicts. (a) Each of the parties hereto acknowledges and agrees agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that Existing Counsel has acted DLA Piper LLP (US) (the “Firm”) represents the Company, the Sellers and the Sellers’ Representative as counsel to Recro and Baudax a group in connection with the negotiation and execution of this Agreement and consummation all ancillary agreements and the transaction contemplated herein (the “Transaction”). The Firm has not represented, and does not represent, any individual Seller in connection with the Transaction. It is understood by Sellers that the Firm does represent certain Sellers in connection with estate planning and related matters and expects to do so in the future. After the Closing Date, it is expected that the Firm will represent the Sellers, the Sellers’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated herein. The Purchaser 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. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any 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 herein. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and the Firm prior to Closing made solely with respect to this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause will become the other members property of the Recro Group to consent and agree to, Existing Counsel representing Baudax Sellers’ Representative and the other members Sellers following Closing Date and will not be disclosed to the Purchaser without the consent of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro GroupSellers’ Representative. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro Group.

Waiver of Conflicts. (a) Each It is acknowledged by each of the parties acknowledges hereto that the Company and agrees that Existing Counsel has acted its Israeli Subsidiary have retained Meitar Law Offices and ▇▇▇▇▇ Day (“Company’s Counsel”) to act as their counsel to Recro and Baudax in connection with the negotiation of this Agreement transactions contemplated hereby and consummation of that Company’s Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause that no other party or Person has the other members status of a client of the Recro Group to consent Company’s Counsel for conflict of interest or any other purposes as a result thereof. The parties hereby agree that, in the event that a dispute arises between Parent, the Company or any of their respective Affiliates and agree toStockholder Representative or any of its Affiliates, Existing Company’s Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes may represent Stockholder Representative in which such dispute even though the interests of the Recro Group Stockholder Representative may be directly adverse to Parent, any member of the Baudax Group, Group Companies or any of their respective Affiliates and even though Existing Company’s Counsel may have represented Recro or another a member of the Recro Group Companies in a matter substantially related to any such dispute, or may be handling ongoing matters for and Parent, the Recro Group. (c) Baudax Company and their respective Affiliates hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agreeswaive, on behalf of itself andthemselves and each of their Affiliates, after the Distribution Effective Time, on behalf any conflict of interest in connection with such representation by Company’s Counsel. Each of the Recro Groupparties further agrees that, that as to all pre-Closing communications in any form or format whatsoever between or among any of Existing Company’s Counsel, any member of the Recro GroupGroup Companies, and any Stockholder in the Baudax Group, or any course of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelyAgreement, the “Deal Communications”) shall be deemed attorney-client privilege, the expectation of client confidence and all other rights to be retained any evidentiary privilege belong to the Stockholder Representative, and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group Stockholder Representative and shall not pass to or be claimed by Parent, the Recro GroupGroup Companies or any of their respective Affiliates. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time Parent and the Privilege Company agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the expectation intent of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro Groupthis Section 8.14.

Waiver of Conflicts. (a) Each Recognizing that Ropes & Gray LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP have acted as legal counsel to Company Parent and the Company, the Subsidiaries, certain of the parties acknowledges direct and agrees that Existing Counsel has acted as counsel indirect holders of Company Shares and certain of their respective Affiliates prior to Recro and Baudax in connection with the negotiation date of this Agreement and consummation that Ropes & Gray LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP intend to act as legal counsel to certain of the direct and indirect holders of Company Shares, including Company Parent, and their respective Affiliates (which will no longer include the Company and the Subsidiaries) after the Closing, each of Purchaser, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its controlled Affiliates, the Surviving Corporation and the Subsidiaries to waive, any conflicts that may arise in connection with Ropes & Gray LLP and Sidley Austin LLP representing any direct or indirect holders of the Company Shares, including Company Parent, or their Affiliates after the Closing as such representation may relate to Purchaser, Merger Sub, Company Parent, the Company, the Surviving Corporation and the Subsidiaries or the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including in connection with respect to disputes any negotiation, arbitration, mediation, litigation or other proceeding in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially any way related to any such disputea dispute with Purchaser, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees toSurviving Corporation, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, its Subsidiaries or any of their respective directorsAffiliates following the Closing arising out of or relating to this Agreement, officersthe ancillary agreements contemplated hereby, employees the transactions contemplated hereby or the negotiation, execution, performance or consummation of any of the foregoing. In addition, all communications prior to Closing involving attorney-client confidences that constitute attorney-client privileged communications solely between holders of Company Shares, Company Parent, the Company and the Subsidiaries and their respective Affiliates, on the one hand, and Ropes & Gray LLP and Sidley Austin LLP, on the other Representatives that relate in any way hand, pertaining to the negotiation, documentation and consummation of the transactions contemplated by this Agreement hereby shall be belong to the holders of Company Shares and their respective Affiliates, including Company Parent. Accordingly, the Surviving Corporation and the Subsidiaries shall not have access to any such communications or to the files of Ropes & Gray LLP or Sidley Austin LLP relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the direct and indirect holders of Company Shares and their respective Affiliates, including Company Parent (and not the Surviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Ropes & Gray LLP or ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only the direct and indirect holders of Company Shares, including Company Parent, and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries), shall hold such property rights and (c) Ropes & Gray LLP and Sidley Austin LLP shall have no duty whatsoever to reveal or disclose any such attorney‑client communications or files to the Surviving Corporation or any of the Subsidiaries by reason of any attorney‑client relationship among Ropes & Gray LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Company or any of the Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arising under this Agreement arises between Purchaser or a Group Company, on the one hand, and a third party (collectivelyother than the Equityholders’ Representative, any Equityholder and any of their respective Affiliates), on the other hand, or any Governmental Authority after the Closing, the “Deal Communications”Company or its Affiliates may assert the attorney‑client privilege against such third party to prevent disclosure of confidential communications by or with Ropes & Gray LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP. Section 11.16 Disclaimer. Without limiting the generality of Section 4.31 and Section 5.09, it is understood and agreed by the parties, on behalf of themselves and their respective Affiliates, (a) that any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by a party, any direct or indirect holder of such party or any of their respective representatives, are not and shall not be deemed to be retained and owned collectively by the Baudax Groupor to include representations or warranties, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely except to the Baudax Groupextent explicitly set forth in the Transaction Documents as a representation and warranty, shall be controlled by Baudax and (b) that no such Person has relied on behalf of the Baudax Group and shall not remain with any such cost estimate, projections or be claimed by the Recro Groupother prediction, such data, any financial information or any such memoranda or materials other than as set forth herein or therein.

Waiver of Conflicts. (a) Each of a. The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the parties acknowledges and agrees that Existing Counsel has acted Closing, Loeb & Loeb LLP may serve as counsel to Recro the Company Equity Holders and Baudax their Affiliates in connection with the negotiation of any matters related to this Agreement and consummation the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Loeb & Loeb LLP prior to the Closing Date of the transactions contemplated hereby. Company. The Parties hereby (bi) Recro hereby consents waive any claim they have or may have that Loeb & Loeb LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees to(ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Thunder Bridge II, Merger Subs or the Company (or the Surviving Company), on the one hand, and agrees to cause any of the Company Equity Holders or any of their respective Affiliates, on the other members hand, Loeb & Loeb LLP may represent the Company Equity Holders or any of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes their respective Affiliates in which such dispute even though the interests of the Recro Group such Person(s) may be directly adverse to Parent (or the Baudax GroupSurviving Pubco), Thunder Bridge II, Merger Subs or the Company (or the Surviving Company) and even though Existing Counsel Loeb & Loeb LLP may have represented Recro or another member of the Recro Group Company in a matter substantially related to any such dispute. The Parties also further agree that, or may be handling ongoing matters for as to all communications prior to the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro Closing among Loeb & Loeb LLP and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing CounselCompany, the Recro GroupCompany Equity Holders or the Company Equity Holders’ Affiliates and Representatives, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelyTransactions, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belong to be retained the Company Equity Holders and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group Company Equity Holders and shall not pass to or be claimed by Parent (or the Recro GroupSurviving Pubco), Thunder Bridge II, Merger Sub or the Company (or the Surviving Company). All Deal Communications Notwithstanding the foregoing, in the event that are attorney- client privileged a dispute arises between Parent (or the “Privileged Deal Communications”Surviving Pubco), Thunder Bridge II, Merger Subs 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) shall remain privileged after the Distribution Effective Time Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Loeb & Loeb LLP to such third party; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the Company Securityholder Representative. b. The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP and/or Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may serve as counsel to Sponsor and its Affiliates in connection with any matters related to this Agreement and the Privilege Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP and/or Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP prior to the Closing Date of Parent or Thunder Bridge II. The Parties hereby (i) waive any claim they have or may have that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP and/or 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), Thunder Bridge II, Merger Sub or the Company (or the Surviving Company), on the one hand, and Sponsor or any of its Affiliates, on the other hand, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP and/or Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may represent 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), Thunder Bridge II, Merger Sub or the Company (or the Surviving Company) and even though ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP and/or 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP and/or Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP and Parent, Thunder Bridge II, Sponsor or Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall Sponsor and may be controlled by Baudax on behalf of the Baudax Group Sponsor and shall not remain with pass to or be claimed by Parent (or the Recro GroupSurviving Pubco), Thunder Bridge II, 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), Thunder Bridge II, 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 confidential communications by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP and/or Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP to such third party; provided, however, that the Surviving Pubco may not waive such privilege without the prior written consent of Sponsor.

Waiver of Conflicts. (a) Each of the parties hereto acknowledges and agrees that Existing Counsel the Company has acted retained Akerman LLP (“Akerman”) to act as its counsel to Recro and Baudax in connection with the negotiation transactions contemplated hereby and that Akerman has not acted as counsel for any other Person in connection herewith and that no other party hereto or Person has the status of this Agreement a client of Akerman for any purpose, including conflicts of interest. Parent hereby agrees that, if a dispute arises between Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or any other AGF Entity) and consummation any Person who was a Shareholder as of the Closing or any of their Affiliates (collectively, the “Stakeholders”), and if that dispute is related to the transactions contemplated hereby. (b) Recro hereby consents and agrees toor to this Agreement, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes Akerman may represent any such Stakeholder in which such dispute even though the interests of the Recro Group such Stakeholder may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Baudax GroupClosing, the Surviving Corporation or any other AGF Entity), and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or Akerman may be handling ongoing matters for Parent, the Recro Group. Company or another AGF Entity. In furtherance of the foregoing, Parent and the Company hereby (ca) Baudax hereby consents to the extent allowed by professional responsibility rules, waive, on behalf of themselves and agrees toeach of their Affiliates, any claim they have or may have that Akerman has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and agrees (b) agree that, if a dispute arises after the Closing between Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or any other AGF Entity) and any Stakeholder related to cause the other members transactions contemplated hereby or to this Agreement, Akerman may represent any such Stakeholder in such dispute even though the interest of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group any such party may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Recro GroupClosing, the Surviving Corporation or any other AGF Entity) and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or Akerman may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing CounselParent, the Recro Group, the Baudax Group, Company or any of their respective directorsthe other AGF Entities (on the condition that, officersif Akerman is handling ongoing matters for Parent, employees the Company or any of the other Representatives that relate AGF Entities, Akerman takes appropriate steps to wall off lawyers handling such ongoing matters for Parent, the Company or any of the other AGF Entities, on the one hand, and lawyers representing Stakeholders in any way to the negotiation, documentation and consummation a dispute arising out of the transactions contemplated by hereby or this Agreement or any dispute arising under Agreement, on the other hand). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Agreement (collectivelySection 8.17. The Company and Parent agree that Stakeholders, the “Deal Communications”) shall be deemed to be retained Akerman and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf its partners and employees are third-party beneficiaries of the Baudax Group and shall not pass to or be claimed by the Recro Groupthis Section 8.17. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro Group.80

Waiver of Conflicts. Acquiror (aon behalf of itself and its Subsidiaries) Each agree that, notwithstanding any current or prior representation of Parent or any of its Subsidiaries by Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP (“Akin Gump”), Akin Gump shall be allowed to represent Parent or any of its Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Acquiror, the Acquired Companies, any Subsidiaries of Acquiror or the Acquired Companies, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and relates to this Agreement or any of the parties acknowledges and agrees that Existing Counsel has acted as counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation other Transaction Documents, or any of the transactions contemplated hereby. hereby or thereby, and Acquiror and the Acquired Companies (each on behalf of itself and its Subsidiaries) hereby (a) waive any claim they have or may have that Akin Gump has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) Recro hereby consents agree that, in the event that a dispute arises after the Closing between the Acquired Companies, any Subsidiaries of Acquiror or the Acquired Companies, or any of their respective Affiliates (on the one hand) and agrees to, and agrees to cause Parent or Seller or any of their respective Affiliates (on the other members of the Recro Group to consent and agree tohand), Existing Counsel representing Baudax and the other members of the Baudax GroupAkin Gump may represent Parent, including with respect to disputes Seller or such Affiliate in which such dispute even though the interests of the Recro Group Parent, Seller or such Affiliate may be directly adverse to the Baudax GroupAcquired Companies, and even though Existing Counsel may have represented Recro any Subsidiaries of Acquiror or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax GroupAcquired Companies, or any of their respective directorsAffiliates and even though Akin Gump may have represented the Acquired Companies in a matter related to such dispute. Acquiror and the Acquired Companies (each on behalf of itself and its Subsidiaries) also further agree that, officersas to all communications between or among Akin Gump and the Acquired Companies, employees or other Representatives any of the Subsidiaries of any Acquired Company, any of Parent, Seller and/or any of their respective Affiliates that relate in any way to (i) the negotiation, documentation and consummation Business or (ii) any of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelythe Transaction Documents, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belongs to be retained Parent or Seller, as applicable and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group Parent or Seller, as applicable, and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation Acquiror, any Acquired Company or any Subsidiary or Affiliate of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with Acquiror or be claimed by the Recro Groupany Acquired Company.

Waiver of Conflicts. (a) Each of party to this Agreement acknowledges that Company Counsel, outside general counsel to the parties acknowledges Company, and agrees that Existing Special Counsel has acted as counsel in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates or investment advisers (the “Conflicted Purchaser Parties”) in matters unrelated to Recro and Baudax in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause by the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax GroupTransaction Documents, including with respect to disputes representation of such Conflicted Purchaser Parties in which the interests matters of the Recro Group may be directly adverse a similar nature to the Baudax Group, transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel and even though Existing Special Counsel may have represented Recro or another member inform the parties hereunder of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents this representation and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing obtain their consent. Company Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse has served as outside general counsel to the Recro Group, Company and even though Existing Counsel may have represented Baudax or another member of has negotiated the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation terms of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax Transaction Documents solely on behalf of the Baudax Group Company. Special Counsel has served a special counsel to the company in connection with delivering their opinion letter to the Purchasers. The Company and shall not pass each Purchaser hereby (a) acknowledge that they have had an opportunity to or be claimed ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Recro GroupTransaction Documents, Company Counsel and Special Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s and Special Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time The Company and the Privilege Conflicted Purchaser Parties are willing to waive such conflict of interest and to consent to Company Counsel’s and Special Counsel’s representation of the Company and the expectation of client confidence relating thereto shall belong solely to Conflicted Purchaser Parties on the Baudax Groupcondition that in the event that any litigation between the Company and any Conflicted Purchaser Party ensues from the transactions contemplated hereby, Company Counsel and Special Counsel shall be controlled by Baudax on behalf of precluded from representing either party in such litigation against the Baudax Group and shall not remain with or be claimed by the Recro Groupother.

Waiver of Conflicts. (a) Each It is acknowledged by each of the parties acknowledges Parties that each of the Seller Bank and agrees that Existing Counsel has acted certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel to Recro and Baudax in connection with the negotiation transactions contemplated hereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of this Agreement the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees toby this Agreement, and agrees as to cause all communications among Skadden, the other members Seller Bank, any of the Recro Group to consent and agree toSeller Bank’s Subsidiaries, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectivelyAgreement, the “Deal Communications”) shall be deemed attorney-client privilege and the expectation of client confidence belongs to be retained each Significant Shareholder and owned collectively by the Baudax Group, shall may be controlled by Baudax on behalf of the Baudax Group such Person and shall not pass to or be claimed by Parent, the Recro GroupSurviving Bank or any of their respective Subsidiaries or Affiliates. All Deal Communications The Parties understand and agree that are attorney- the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agreement may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. The Parties further understand and agree that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Accordingly, each of Parent and the Surviving Bank agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Bank or any of their respective Affiliates, on the one hand, and a third party (other than a Party, any Significant Shareholder or their respective Affiliates), on the “Privileged Deal Communications”) shall remain privileged other hand, after the Distribution Effective Time and Closing, the Privilege and Surviving Bank may assert the expectation attorney-client privilege to prevent disclosure of client confidence relating thereto shall belong solely confidential communications by Skadden to the Baudax Group, such third party. Skadden shall be controlled by Baudax on behalf a third party beneficiary for purposes of the Baudax Group and shall not remain with or be claimed by the Recro Groupthis Section 9.13.

Waiver of Conflicts. (a) Each of the parties acknowledges and agrees Recognizing that Existing Counsel ▇▇▇▇▇ ▇▇▇▇ LLP has acted as legal counsel to Recro the Company, its Subsidiaries, certain of the direct and Baudax indirect holders of Company Capital Stock and Exchanged Options and certain of their respective Affiliates prior to date hereof, and that ▇▇▇▇▇ ▇▇▇▇ LLP intends to act as legal counsel to certain of the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and any Subsidiaries of the Surviving Corporation to waive, any conflicts that may arise in connection with ▇▇▇▇▇ ▇▇▇▇ LLP representing any direct or indirect holders of Company Capital Stock and Exchanged Options or their Affiliates after the negotiation Closing as such representation may relate to Parent, Merger Sub, the Company, the Surviving Corporation or any Subsidiaries of this Agreement and consummation of the Surviving Corporation or the transactions contemplated hereby. (b) Recro hereby consents . In addition, SMRH:484497247.47 -107- SM01DOCS\1200417.35 all communications involving attorney-client confidences between direct and agrees toindirect holders of Company Capital Stock and Exchanged Options, the Company and any of its Subsidiaries and their respective Affiliates, on the one hand, and agrees to cause ▇▇▇▇▇ ▇▇▇▇ LLP, on the other members hand, in the course of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) hereby shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications attorney-client confidences that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Groupdirect and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates (and not the Company, the Surviving Corporation or such Subsidiaries). Accordingly, the Surviving Corporation and any Subsidiaries of the Surviving Corporation shall not have access from and after the Effective Time to any such communications or to the files of ▇▇▇▇▇ ▇▇▇▇ LLP relating to such engagement. Without limiting the generality of the foregoing, from and after the Effective Time, (i) the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates (and not the Surviving Corporation or any Subsidiaries of the Surviving Corporation) shall be controlled by Baudax on behalf the sole holders of the Baudax Group attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or any Subsidiaries of the Surviving Corporation shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇ ▇▇▇▇ LLP in respect of such engagement constitute property of the client, only the direct and indirect holders of Company Capital Stock and Exchanged Options and their respective Affiliates (and not remain with the Surviving Corporation or any Subsidiaries of the Surviving Corporation) shall hold such property rights and (iii) ▇▇▇▇▇ ▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or any Subsidiaries of the Surviving Corporation by reason of any attorney-client relationship between ▇▇▇▇▇ ▇▇▇▇ LLP and the Company or any Subsidiaries of the Company or otherwise. This Section 11.13 may not be claimed by amended, waived or modified, in any manner adverse to the Recro Group.direct and indirect holders of Company Capital Stock and Exchanged Options without the prior written consent of the Shareholder Representatives. [Signature Pages Follow]

Waiver of Conflicts. Recognizing that Sidley Austin LLP (a“Sidley”) Each of the parties acknowledges and agrees that Existing Counsel has acted as legal counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation Seller, certain of the transactions contemplated hereby. equity holders of Seller, the Company and certain of their respective Affiliates prior to the Closing, and that Sidley intends to act as legal counsel to Seller, certain of the equity holders of Seller and certain of their respective Affiliates (bincluding after the Closing), Buyer (including on behalf of the Company following the Closing) Recro hereby consents and agrees to, waives and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Sidley representing Seller, any equity holder of Seller or any of its Affiliates after the other members Closing as a result of Sidley representing the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse Company prior to the Baudax GroupClosing. In addition, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in involving attorney-client confidences between Seller, any form or format whatsoever between or among any equity holder of Existing Counsel, the Recro Group, the Baudax Group, Seller or any of their respective directors, officers, employees or other Representatives Affiliates that relate in any way primarily to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall hereby will be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications attorney-client confidences that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to such Person and its Affiliates (and not to the Baudax GroupCompany). Accordingly, shall be controlled by Baudax on behalf the Company will not have the right to access to any such communications, or to the files of Sidley relating to such engagement, whether or not the Closing has occurred. Without limiting the generality of the Baudax Group foregoing, upon and shall after the Closing, (a) Seller or the applicable equity holder of Seller and its Affiliates (and not remain the Company) will be the sole holders of the attorney-client privilege with respect to such engagement, and the Company will not be a holder thereof, (b) to the extent that the files of Sidley in respect of such engagement constitute property of the client, only Seller or be claimed the applicable equity holder of Seller and its Affiliates (and not the Company) will hold such property rights and (c) Sidley will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Sidley and the Recro GroupCompany. Notwithstanding anything to the contrary contained in the foregoing, if a dispute arises between Buyer or the Company and a third party (other than a Party or any of their respective Affiliates) after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Sidley to such third party; provided, neither Buyer nor the Company may waive such privilege without the prior written consent of Seller.

Waiver of Conflicts. (a) Each of the parties hereto acknowledges and agrees agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that Existing Counsel has acted as counsel to Recro the Company, and Baudax not any of its individual Securityholders, is the client of DLA Piper LLP (US) (the “Firm”). After the Closing, it is possible that the Firm will represent the Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with the negotiation of transactions contemplated herein or in the Escrow Agreement, the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Parent and consummation 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 Fund and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, 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, the Escrow Agreement, or the transactions contemplated hereby. (b) Recro hereby . Each of the parties hereto consents and agrees tothereto, and agrees waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to cause consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the other members parties have consulted with counsel or have been advised they should do so in this connection. The foregoing agreement and conflict of interest waiver set forth in this Section 11.11 will become effective upon receipt by Parent at the address set forth in Section 11.4, addressed to the attention of the Recro Group to General Counsel, of written confirmation from the Firm that: (1) it will not disclose or use any confidential information that it has obtained from the Company without the prior consent of Parent and agree to, Existing Counsel representing Baudax and the other members will not otherwise use or disclose any such confidential information in connection with any representation of the Baudax Group, including with respect to disputes in which Seller Group and (2) it will deliver the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. Company’s files (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees excluding accounting records or other Representatives that relate in internal Firm documents, e-mails or communications or drafts of any way to documents) upon request by Parent or the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro GroupSurviving Company.

Waiver of Conflicts. The parties hereto (acollectively, the “Consenting Parties”) Each acknowledge that at all times relevant hereto up to the Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) has represented only the Company. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or the Escrow Agreement between the Securityholders’ Representative, on the one hand, and another Consenting Party, on the other hand (each a “Dispute”), the Consenting Parties consent to WSGR’s representation of the parties acknowledges Securityholders’ Representative in the Dispute(s). The Consenting Parties acknowledge that WSGR has been and agrees that Existing Counsel has acted as counsel will be providing legal advice to Recro and Baudax the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax Merger and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Escrow Agreement and in such capacity will have obtained confidential information of the Company (the “Company Confidential Information”). The Company Confidential Information includes all communications, whether written or electronic, including any dispute arising under communications between WSGR, the directors, officers, stockholders, accounting firm, and/or employees of the Company, all files, attorney notes, drafts or other documents directly relating to this Agreement or the Escrow Agreement, which predate the Closing (collectively, the “Deal CommunicationsWSGR Work Product”) shall ). In any Dispute, to the extent that any Company Confidential Information is in WSGR’s possession at the Effective Time, such Company Confidential Information may be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax used on behalf of the Baudax Group Securityholders’ Representative in connection with such Dispute at the sole discretion of the Securityholders’ Representative. In any Dispute, the Consenting Parties waive the right to present any WSGR Work Product as evidence in any legal proceeding (including arbitration) arising out of such Dispute. The Consenting Parties waive their right to access any WSGR Work Product, except as reasonably necessary in connection with a legal proceeding that is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by WSGR for the benefit of the Company Securityholders and the Securityholders’ Representative of any information (confidential or otherwise) disclosed to it by the Company (including its directors, officers, Company Securityholders, accounting firm, and/or employees of the Company) prior to the Effective Time. Except as expressly set forth above, this Section 10.9 shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely grant any rights to the Baudax Group, shall be controlled by Baudax on behalf of Securityholders’ Representative with respect to the Baudax Group and shall not remain with or be claimed by the Recro GroupCompany Confidential Information except as described herein.

Waiver of Conflicts. Recognizing that Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC (a“BBS”) Each of the parties acknowledges and agrees that Existing Counsel has acted as legal counsel to Recro the Acquired Entities prior to the Closing, and Baudax in connection with that BBS may act as legal counsel to Ultimate Seller Parent, Seller Parent, Seller, or their respective Affiliates (which will no longer include the negotiation of this Agreement and consummation Acquired Entities as of the transactions contemplated hereby. Closing) after the Closing, each of Buyer and the Acquired Entities (bthe “Post-Closing Buyer Group”) Recro hereby consents and agrees towaives, on its own behalf, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with BBS representing Ultimate Seller Parent, Seller Parent, Seller and/or their respective Affiliates after the other members of Closing as such representation may relate to Buyer, the Recro Group to consent Acquired Entities or the Transactions or any dispute hereunder. In addition, all communications involving attorney-client confidences or communications between Ultimate Seller Parent, Seller Parent, Seller, the Acquired Entities or their respective Affiliates (the “Pre-Closing Company Group”) and agree to, Existing Counsel representing Baudax and the other members of the Baudax Grouptheir legal counsel, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group. BBS (c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group. (d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counselcollectively, the Recro Group“Seller Legal Providers”), in the Baudax Group, or any course of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by Transactions or otherwise related to any dispute or Action arising under or in connection with this Agreement or any dispute arising under this Agreement and the Transactions (collectively, the “Deal Attorney Communications”) shall be deemed to be retained attorney-client confidences and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax GroupPre-Closing Company Group (but not the Acquired Entities). Accordingly, following the Closing, the Post-Closing Buyer Group shall not, without Seller Parent’s consent, access any Attorney Communications, or the files of any Seller Legal Providers relating to its engagement that constitute Attorney Communications, whether or not such communications or files are in the possession of an Acquired Entity. Without limiting the generality of the foregoing, upon and after the Closing, (a) the applicable portion of the Pre-Closing Company Group (but not the Acquired Entities) shall be controlled by Baudax on behalf the sole holders of the Baudax Group attorney-client privilege with respect to such engagement, and the Acquired Entities shall not remain with be a holder thereof, (b) to the extent that files of the Seller Legal Providers in respect of such engagement constitute property of the client, only the applicable portion of the Pre-Closing Company Group (and not the Acquired Entities) shall hold such property rights and (c) the Seller Legal Providers shall have no duty whatsoever to reveal or be claimed disclose any such Attorney Communications or files to the Post-Closing Buyer Group by reason of any attorney-client relationship between BBS and the Recro GroupAcquired Entities or otherwise.