Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge that the Seller and Company have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) to act as their counsel in connection with the Transactions, that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute even though the interest of any such parties may be directly adverse to the Parent or any of its Affiliates (including the Company), and even though ▇▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇, the Company, the Seller, and/or the Key Stakeholders that relate in any way to the Transactions, the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to or be claimed by the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company or any of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement after the Closing, on the other hand, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third party.

Waiver of Conflicts. (a) Each Buyer (on behalf of itself and its Affiliates, including, after the Parent, MergerCoClosing, the CompanyAcquired Companies) covenants and agrees that, and following the Key Stakeholders acknowledge that the Seller and Company have retained Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇ LLP and any other internal or external legal counsel (other than any internal counsel who is a Continuing Employee or Vendor Employee) currently representing Seller and its Affiliates (each, a “Prior Company Counsel”) may serve as counsel to act as their counsel Seller and its Affiliates in connection with any matters arising under or related to this Agreement or the Transactions, that ▇▇▇▇▇▇▇ has not acted as counsel for including with respect to any other Person in connection with litigation, claim or obligation arising out of or related to this Agreement or the Transactions, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of Seller and that no other Party or Person has its Affiliates (including the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. Acquired Companies). Buyer (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves itself and each of their Affiliates its Affiliates, including, after the Closing, the Acquired Companies) hereby irrevocably (i) waives any claim they have it has or may have that ▇▇▇▇▇▇▇ a Prior Company Counsel has a conflict of interest in connection with, or is otherwise prohibited from engaging in, in such representation; representation and (bii) covenants and agrees that, in the event that a dispute arises after the Closing between Buyer, any of its Affiliates or any Acquired Company, on the Parent one hand, and Seller or any of its Affiliates, on the other hand, Prior Company Counsel may represent Seller or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute even though the interest interests of any such parties Person(s) may be directly adverse to the Parent or Buyer, any of its Affiliates (including the Company), or any Acquired Company and even though ▇▇▇▇▇▇▇ Prior Company Counsel may have represented the Company Acquired Companies in a matter substantially related to such dispute. (cb) Each All communications between direct and indirect holders of Shares (but in the Parentcase of indirect holders, MergerCosolely in their capacity as indirect holders of Shares and not in any other capacity (including any other capacity as a manager, director, officer or employee of an Acquired Company)), any Acquired Company and its Affiliates, on the Company, the Sellerone hand, and Prior Company Counsel, on the Key Stakeholdersother hand, for themselves related to the Transactions that occurred prior to the Closing shall be deemed to be attorney-client confidences that belong solely to such direct and indirect holders of Shares and their respective Affiliates (includingexcluding the Acquired Companies) (the “Seller Pre-Closing Communications”). Accordingly, Buyer, its Affiliates and the Acquired Companies shall not have access to any such Seller Pre-Closing Communications or to the files of Prior Company Counsel relating to the Transactions from and after the Closing, and all books, records and other materials of the Acquired Companies in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Seller effective as applicableof the Closing (collectively, the “Seller Privileged Materials”). The Seller Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to Seller immediately prior to the Closing with no copies thereof retained by any Acquired Company, Buyer or its Affiliates or their respective representatives, except to the extent required by Applicable Law, bona fide document or information retention policies or to the extent electronically archived pursuant to bona fide information backup processes. To the extent that any Seller Privileged Materials are not delivered to Seller, Buyer (on behalf of itself and its Affiliates, including the Acquired Companies) agrees not to assert a waiver of any applicable privilege or protection, and will deliver all such Seller Privileged Materials to Seller promptly upon discovery thereof, without retaining copies thereof except to the extent expressly permitted to be retained in accordance with the immediately preceding sentence. From and after the Closing, Buyer, its Affiliates and the Acquired Companies and their respective representatives shall maintain the confidentiality of the Seller Privileged Materials to the extent received thereby. From and after the Closing, none of Buyer, its Affiliates, the Acquired Companies, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Seller Privileged Materials. Without limiting the generality of the foregoing, from and after the Closing, (i) the direct and indirect holders of Shares (but in the case of indirect holders, solely in their capacity as indirect holders of Shares and not in any other capacity (including any other capacity as a manager, director, officer or employee of any Acquired Company), further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇, ) and their respective Affiliates (excluding the Company, Acquired Companies) shall be the Seller, and/or the Key Stakeholders that relate in any way to the Transactions, sole holders of the attorney-client privilege and all other rights to any evidentiary privilege belong with respect to the Seller and the Key StakeholdersPrivileged Materials, and may none of the Acquired Companies shall be controlled a holder thereof, (ii) to the extent that files of Prior Company Counsel in respect of Seller Privileged Materials constitute property of the client, only the direct and indirect holders of Shares and their respective Affiliates (excluding the Acquired Companies) shall hold such property rights and (iii) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Seller Privileged Materials to any Acquired Company by reason of any attorney-client relationship between Prior Company Counsel and any Acquired Company, or otherwise. For avoidance of doubt, all communications between direct and indirect holders of Shares (but in the Seller case of indirect holders, solely in their capacity as indirect holders of Shares and not in any other capacity (including any other capacity as a manager, director, officer or employee of any Acquired Company)), the Key StakeholdersAcquired Companies and their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, that are not related to Transactions shall not pass be transferred to or be claimed by the Parent applicable Acquired Company at the time of the Closing. For further avoidance of doubt, nothing in the foregoing shall prevent Buyer from complying with any court order, subpoena or any type of its Affiliates or compulsory process. Buyer hereby acknowledges and confirms that it has had the Companyopportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.13, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. The covenants and obligations set forth in this Section 11.13 shall survive for seven (7) years following the Closing Date. Notwithstanding the foregoing, in the event that a dispute arises between the ParentBuyer, the Company Acquired Companies or any of their Affiliates and a third party (other than a Party or any of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement ) after the Closing, on the other handBuyer, the Company Acquired Companies and their Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ the Seller Privileged Materials without the prior written consent of any other Person. (c) The provisions of this Section 11.13 are intended to be for the benefit of, and shall be enforceable by, Seller, each direct and indirect holder of Shares in their capacity as such third partyand each Prior Company Counsel, who are express third-party beneficiaries of this Section 11.13.

Waiver of Conflicts. (a) Each It is acknowledged by each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge parties that the Share Seller and Company have has retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Procter LLP (“▇▇▇▇▇▇▇”) to act as their its counsel in connection with this Agreement and the Transactions, that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with transactions contemplated hereby (the Transactions“Current Representation”), and that no other Party or Person party has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders . The Buyers hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have agree that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective AffiliatesClosing, ▇▇▇▇▇▇▇ may represent the Share Seller or any representative, equityholder or partner thereof (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including, for the Key Stakeholders in such avoidance of doubt, any litigation, arbitration, mediation or other dispute between or among the Buyers, the Group Companies, any of their respective Affiliates or any of their respective representatives, and any Designated Person, even though the interest interests of any such parties Designated Person may be directly adverse to the Parent Buyers, the Group Companies, any of their respective Affiliates or any of its Affiliates (including the Company)their respective representatives, and even though ▇▇▇▇▇▇▇ may have represented the Company Group Companies in a matter substantially related to such dispute. (c) Each of matter, or may be representing the Parent, MergerCo, Buyers or the Company, the SellerGroup Companies in ongoing matters. The Buyers hereby waive and agree not to, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇, the Company, the Seller, and/or the Key Stakeholders that relate in any way to the Transactions, the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to or be claimed by the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company or any of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement after the ClosingClosing agrees to cause the Group Companies not to, on the other hand, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by (i) any claim that ▇▇▇▇▇▇▇ has a conflict of interest in any representation described in this Section 11.12, and (ii) any confidentiality obligation with respect to such third partyany communication between ▇▇▇▇▇▇▇ and any Designated Person or the Group Companies or any of their respective representatives occurring during the Current Representation. (b) THE BUYERS HAVE BEEN ADVISED WITH RESPECT TO THIS SECTION 11.12 BY THEIR OWN COUNSEL, AND THE BUYERS BELIEVE, HAVING CONSULTED WITH THEIR COUNSEL, THAT THEY HAVE SUFFICIENT INFORMATION TO ENTER INTO AND BE BOUND BY THE PROVISIONS SET FORTH IN THIS SECTION 11.12.

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge that the Seller and Company have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) to act as their counsel ▇ LLP has represented Seller and the Group Companies in connection with the Transactions, Transactions (the “Transaction Engagement”). All of the Parties recognize and agree on the commonality of interest that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactionsexists and will continue to exist until Closing, and the Parties agree that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict such commonality of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event a dispute arises should continue to be recognized after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller such Parties recognize and the Key Stakeholders in such dispute even though the interest of any such parties may be directly adverse to the Parent or any of its Affiliates (including the Company), and even though ▇▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all pre-Closing that certain communications between or among ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Seller, the CompanyGroup Companies, the Selleror any of their Subsidiaries or Affiliates are protected under certain privileges and doctrines, and/or the Key Stakeholders that relate in any way to the Transactions, including the attorney-client privilege and all other rights the common interest doctrine. Specifically, the Parties agree that (a) neither Buyer nor, following the Closing, the Group Companies and their respective Subsidiaries shall, and each of them shall cause the Group Companies not to, seek to have ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP disqualified from representing any evidentiary privilege belong to of the Seller and the Key Stakeholders, and Parties in connection with any dispute that may be controlled by arise between any of the Seller and the Key Stakeholders, and shall not pass to Parties or be claimed by the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company or any of their respective Affiliates, on the one hand, and a third Person other than a Party Buyer or any third-party beneficiary to this Agreement of its Subsidiaries or Affiliates (including, after the Closing, the Group Companies), on the other hand, in connection with this Agreement, any Ancillary Document and the Transactions, and effective as of the date of this Agreement, Buyer and, effective as of the Closing, the Company (in each case on behalf of themselves and their respective Affiliates and Subsidiaries) fully and irrevocably expressly waives any claim that ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has a conflict of interest that would preclude it from engaging in such a representation notwithstanding the Transaction Engagement and (b) in connection with any such dispute that may arise between, on the one hand, any of the Seller Parties or their respective Affiliates and, on the other hand, any of Buyer and its Subsidiaries and Affiliates (including, after the Closing, the Group Companies), the Seller Parties or their respective Affiliates involved in such dispute (and not Buyer and its Subsidiaries and Affiliates (including, after the Closing, the Group Companies)) will have the sole right to decide whether or not to waive the attorney-client privilege or any other privilege that may apply to any communications between the Group Companies and ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP that occurred on or prior to the Closing in connection with this Agreement, the Ancillary Documents and the Transactions. (b) Buyer further agrees, on behalf of itself and the Buyer Related Parties (including, after the Closing, the Group Companies), and Seller agrees on behalf of itself and its Affiliates, that all communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the Seller Parties or their respective Affiliates (including, on and prior to the Closing, the Group Companies) that relate in any way to the negotiation, documentation and consummation of the Transactions, this Agreement, the Ancillary Documents or any alternative transactions to the Transactions presented to or considered by any Group Company or that otherwise relate to any potential transactions (including the Transactions) or any dispute related to, arising under or otherwise in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby and thereby (collectively, the “Deal Communications”) shall be deemed to be retained and owned solely by Seller and its designee(s), shall be controlled by Seller and its designee(s) and shall not pass to (by operation of law or otherwise) or be claimed by Buyer or any Buyer Related Party (including, after the Closing, the Group Companies). All Deal Communications to the extent that they are subject to attorney client privilege or any legal privilege relating to its engagement with respect to the Transactions (the “Privileged Deal Communications”) shall remain privileged after ‎the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller and its designee(s), shall be controlled by Seller and its designee(s) and shall not pass to or be claimed by Buyer or any Buyer Related Party (including, after the Closing, the Group Companies), and to the extent Buyer or any Buyer Related Party (including, after the Closing, the Group Companies) should discover in its possession after the Closing any Privileged Deal Communications, it will take commercially reasonable steps to preserve the confidentiality thereof and promptly deliver the same to Seller or its designee(s), keeping no copies, and will not by reason thereof assert any loss of confidentiality or privilege protection. (c) Notwithstanding the foregoing, in the event that, following the Closing a dispute arises between Buyer and the Buyer Related Parties (including, after the Closing, the Group Companies), on the one hand, and a third party (other than Seller or any Seller Party), on the other hand, Buyer or the Group Companies may assert the attorney-client privilege to prevent the disclosure of confidential communications the Privileged Deal Communications to such third party and if requested by ▇▇▇▇▇▇▇ , Seller and the Seller Parties shall use commercially reasonable efforts to assert such third partyprivilege; provided, however, that Buyer shall not, and Buyer shall cause the Buyer Related Parties (including, after the Closing, the Group Companies) not to, waive such privilege without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Waiver of Conflicts. (a) Each Buyer, on behalf of itself and on behalf of the ParentCompanies, MergerCoagrees that, following the CompanyClosing, and the Key Stakeholders acknowledge that the Seller and Company have retained Jaffe, Raitt, Heuer & W▇▇▇▇▇▇▇ , P.C. may serve as counsel to any of the Seller Parties and their respective Affiliates in connection with any matters related to this Agreement and the transactions contemplated by this Agreement, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Jaffe, Raitt, Heuer & W▇▇▇▇▇▇ , P.C. prior to the Closing Date of the Companies. Buyer, on behalf of itself and on behalf of the Companies, hereby (“a) waives any conflict associated with any representation by Jaffe, Raitt, Heuer & W▇▇▇▇▇▇▇”) , P.C. prior to act as their counsel the Closing Date of the Companies that may arise in connection with the TransactionsJaffe, that ▇▇▇Raitt, Heuer & W▇▇▇▇ has not acted as counsel for any other Person representing the Seller Parties and their respective Affiliates in connection with any matters related to this Agreement and the Transactionstransactions contemplated by this Agreement, and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event that a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Selleramong Buyer, the Key StakeholdersCompanies, or any of the respective AffiliatesAffiliates of any of the foregoing in connection with any matters related to this Agreement and the transactions contemplated by this Agreement, Jaffe, Raitt, Heuer & W▇▇▇▇▇▇▇ , P.C. may represent the Seller Parties and the Key Stakeholders their respective Affiliates in such dispute even though the interest interests of any such parties Person(s) may be directly adverse to Buyer, the Parent or Companies, and/or any of its their respective Affiliates (including the Company), and even though Jaffe, Raitt, Heuer & W▇▇▇▇▇▇▇ , P.C. may have represented the Company Companies in a matter substantially related to such dispute. (c) Each dispute prior to the Closing. Buyer, on behalf of itself and on behalf of the ParentCompanies, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), also further agree agrees that, as to all pre-Closing communications between or among ▇▇▇Jaffe, Raitt, Heuer & W▇▇▇▇, P.C., on the Companyone hand, and the Companies, Seller Parties and/or their respective Affiliates, on the other hand, that (i) occurred prior to the Closing and solely relate to the transactions contemplated under this Agreement, (ii) were confidential between or among, as applicable, Jaffe, Raitt, Heuer & W▇▇▇▇, P.C., the SellerCompanies, Seller Parties and/or the Key Stakeholders that relate in any way their respective Affiliates when made, and (iii) are subject to the Transactionsattorney-client privilege in accordance with applicable Laws, the attorney-client privilege and all other rights to any evidentiary privilege the expectation of client confidence belong to the Seller and the Key Stakeholders, and may be controlled by the Seller Sellers’ Representative and the Key Stakeholders, and shall will not pass to or be claimed by the Parent or any of its Affiliates Buyer or the CompanyCompanies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Parent, the Company or among Buyer or any of their respective AffiliatesCompany, on the one hand, and any Person that is not a third Person other than a Party or any third-party beneficiary to this Agreement after the ClosingParty, on the other hand, the Company Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Jaffe, Raitt, Heuer & W▇▇▇▇▇▇▇ , P.C. to such third partyPerson.

Waiver of Conflicts. (a) Each party acknowledges and agrees, on its own behalf and on behalf of the Parentits directors, MergerComembers, the Companypartners, officers, employees, and the Key Stakeholders acknowledge Affiliates that the Seller Company and the Company have retained ▇Securityholders are clients of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇Firm”). After the Closing, it is possible that Firm will represent the Company Securityholders and/or the Representative (individually and collectively, the “Seller Group”) to act as their counsel solely in connection with the Transactionstransactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Company Securityholders. Parent, the Surviving Corporation and the Company hereby agree that ▇▇▇▇▇▇▇ has not acted as counsel for Firm (or any other Person successor) may represent the Seller Group in the future solely in connection with the Transactionsissues that may arise under this Agreement and any claims that may be made thereunder pursuant to this Agreement, and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event including a dispute that arises after the Closing between the Parent or any of its Affiliates (including and/or the Company) and the SellerRepresentative, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute even though the interest interests of any such parties Representative may be directly adverse to the Parent or any of its Affiliates (including the Company), and even though ▇▇▇▇▇▇▇ the Firm may have represented the Company in a matter substantially related to such dispute. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all pre-Closing communications between dispute or among ▇▇▇▇▇▇▇, the Company, the Seller, and/or the Key Stakeholders that relate in any way to the Transactions, the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to or be claimed by the Parent or any of its Affiliates or handling ongoing matters for the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company Firm (or any successor) may serve as counsel to all or a portion of their respective Affiliates, on the one hand, and a third Person other than a Party Seller Group or any third-party beneficiary representative or Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement after or the Closingtransactions contemplated by this Agreement. Each party consents thereto, on 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 party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the other hand, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third partyparties have consulted with counsel or have been advised they should do so in this connection.

Waiver of Conflicts. (a) Each Buyer (on behalf of itself and its Affiliates, including, after the Parent, MergerCoClosing, the CompanyAcquired Companies) covenants and agrees that, and following the Key Stakeholders acknowledge that the Seller and Company have retained Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) to act as their counsel in connection with the Transactions, that ▇ LLP and ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of ▇▇▇▇ & ▇▇▇▇▇▇▇ for conflict Limited (each, “Prior Company Counsel”) may serve as counsel to Parent and its Affiliates in connection with any matters arising under or related to this Agreement or the Transactions, including with respect to any litigation, claim or obligation arising out of interest or related to this Agreement or the Transactions, notwithstanding any other purposes as a result thereof. representation by the Prior Company Counsel prior to the Closing Date of Parent and its Affiliates (b) Each of including the Parent, MergerCo, the Company and the Key Stakeholders hereby Acquired Companies). Buyer (a) waives, on behalf of themselves itself and each of their Affiliates its Affiliates, including, after the Closing, the Acquired Companies) hereby irrevocably (i) waives any claim they have it has or may have that ▇▇▇▇▇▇▇ a Prior Company Counsel has a conflict of interest in connection with, or is otherwise prohibited from engaging in, in such representation; representation and (bii) covenants and agrees that, in the event that a dispute arises after the Closing between Buyer, any of its Affiliates or any Acquired Company, on the one hand, and Parent or any of its Affiliates, on the other hand, Prior Company Counsel may represent Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute even though the interest interests of any such parties Person(s) may be directly adverse to the Parent or Buyer, any of its Affiliates (including the Company), or any Acquired Company and even though ▇▇▇▇▇▇▇ Prior Company Counsel may have represented the Company Acquired Companies in a matter substantially related to such dispute. (cb) Each All communications between direct and indirect holders of Shares (but in the Parentcase of indirect holders, MergerCosolely in their capacity as indirect holders of Shares and not in any other capacity (including any other capacity as a manager, the Companydirector, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the officer or employee of an Acquired Company)), further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇, the Company, the Seller, and/or the Key Stakeholders that relate in any way to the Transactions, the attorney-client privilege Acquired Company and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to or be claimed by the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company or any of their respective Affiliates, on the one hand, and a third Person Prior Company Counsel or other than a Party internal or any third-party beneficiary to this Agreement after the Closingexternal legal counsel currently representing Parent or its Affiliates, on the other hand, related to the Transactions shall be deemed to be attorney-client confidences that belong solely to such direct and indirect holders of Shares and their respective Affiliates (excluding the Acquired Companies) (the “Pre-Closing Communications”). Accordingly, Buyer, its Affiliates and the Acquired Companies shall not have access to any such Pre-Closing Communications or to the files of Prior Company may Counsel relating to the Transactions from and after the Closing, and all books, records and other materials of the Acquired Companies in any medium (including electronic copies) containing or reflecting any of the Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Parent effective as of the Closing (collectively, the “Privileged Materials”). The Privileged Materials shall be excluded from the transfer contemplated by this Agreement and shall be distributed to Parent immediately prior to Closing with no copies thereof retained by any Acquired Company, Buyer or its Affiliates or their respective representatives. From and after the Closing, Buyer, its Affiliates and the Acquired Companies and their respective representatives shall maintain the confidentiality of the Privileged Materials. From and after the Closing, none of Buyer, its Affiliates, the Acquired Companies, and their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Privileged Materials. To the extent that any Privileged Materials are not delivered to Parent, Buyer (on behalf of itself and its Affiliates, including the Acquired Companies) agrees not to assert a waiver of any applicable privilege or protection, and will deliver all such Privileged Materials to Parent promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (i) the direct and indirect holders of Shares (but in the case of indirect holders, solely in their capacity as indirect holders of Shares and not in any other capacity (including any other capacity as a manager, director, officer or employee of any Acquired Company)) and their respective Affiliates (excluding the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to the Privileged Materials, and none of the Acquired Companies shall be a holder thereof, (ii) to the extent that files of Prior Company Counsel in respect of Privileged Materials constitute property of the client, only the direct and indirect holders of Shares and their respective Affiliates (excluding the Acquired Companies) shall hold such property rights and (iii) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Privileged Materials to any Acquired Company by reason of any attorney-client relationship between Prior Company Counsel and any Acquired Company, or otherwise. For avoidance of doubt, all communications between direct and indirect holders of Shares (but in the case of indirect holders, solely in their capacity as indirect holders of Shares and not in any other capacity (including any other capacity as a manager, director, officer or employee of any Acquired Company)), the Acquired Companies and their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, that are not related to Transactions shall be transferred to the applicable Acquired Company at time of Closing. For further avoidance of doubt, nothing in the foregoing shall prevent disclosure Buyer or any Acquired Company from complying with any court order, subpoena or any type of confidential communications by ▇▇▇▇▇▇▇ compulsory process. Buyer hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 10.13, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. The covenants and obligations set forth in this Section 10.13 shall survive for ten (10) years following the Closing Date. (c) The provisions of this Section 10.13 are intended to be for the benefit of, and shall be enforceable by, Parent, each direct and indirect holder of Shares in their capacity as such and each Prior Company Counsel, who are express third partyparty beneficiaries of this Section 10.13.

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge that the Seller and Company have retained ▇▇▇11.16.1. Ropes & ▇▇▇▇ & ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇Ropes”) has acted as legal counsel to BSI, the Group Companies, and certain of their respective Affiliates prior to the Closing, and intends to continue to act as their legal counsel in connection with to BSI and certain of its Affiliates following the Transactions, that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCoClosing. As such, the Company Buyer and the Key Stakeholders hereby (a) waivesGroup Companies, on behalf of themselves and each of their Affiliates respective Affiliates, hereby waive any claim they have or conflicts that may have that ▇▇▇▇▇▇▇ has a conflict of interest arise in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in with Ropes representing BSI and its Affiliates following the Closing. In the event that a dispute arises after between or among the Closing between the Parent or Buyer and any of its Affiliates (including including, after the Company) and the SellerClosing, the Key StakeholdersGroup Companies), or on the one hand, and BSI and any of its Affiliates, on the other hand, each of the Parties, on behalf of themselves and their respective Affiliates, ▇▇▇▇▇▇▇ hereby agrees (a) that Ropes may represent the Seller BSI and the Key Stakeholders its Affiliates in such dispute even though the interest interests of any such parties BSI and its Affiliates may be directly adverse to those of the Parent or any of Buyer and its Affiliates (including including, after the Company)Closing, the Group Companies) and (b) that even though ▇▇▇▇▇▇▇ Ropes may have represented the Company Group Companies in a matter substantially related to such dispute, to waive any conflict of interest in connection with such representation by Ropes. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), 11.16.2. The Parties further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇Ropes and the Group Companies, the Company, the Seller, and/or the Key Stakeholders and all attorney work product that relate relates in any way to the Transactionstransactions contemplated by this Agreement (such communications and work product collectively, “Ropes Confidential Communications”), the attorney-client privilege privilege, the expectation of client confidence, and all other rights to any evidentiary privilege belong solely to the Seller BSI and the Key Stakeholders, and may shall solely be controlled by the Seller and the Key Stakeholders, BSI and shall not pass to or be claimed by the Parent Buyer, or, after the Closing, the Group Companies, it being the intention of the Parties that all rights of any Person under or any of its Affiliates with respect to such attorney-client privilege, work product protection, or other similar privilege or protection, including the Companyright to waive, assert and otherwise control such attorney-client privilege, work product protection, or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, BSI. Notwithstanding the foregoing, in the event that that, following the Closing, a dispute arises between the Parent, the Company Buyer or any of their respective Affiliatesa Group Company, on the one hand, and a third Person party (other than a Party or Seller, but including any third-party beneficiary to this Agreement after the ClosingGovernmental Authority), on the other hand, the Company may Buyer or Group Companies, as applicable, shall assert the attorney-client privilege against such third party to the extent necessary to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ any Confidential Communications. 11.16.3. WilmerHale (“WH”) has acted as legal counsel to the Company, TS&W LP, WS&T GP and the TS&W Partners, and certain of their respective Affiliates prior to the Closing, and intends to continue to act as legal counsel to TS&W LP, WS&T GP and the TS&W Partners and certain of their Affiliates following the Closing. As such, the Buyer and the Group Companies, on behalf of themselves and their respective Affiliates, hereby waive any conflicts that may arise in connection with WH representing TS&W LP, WS&T GP and the TS&W Partners and their Affiliates following the Closing. In the event that a dispute arises between or among the Buyer and any of its Affiliates (including, after the Closing, the Group Companies), on the one hand, and TS&W LP, WS&T GP or the TS&W Partners and any of their Affiliates, on the other hand, each of the Parties, on behalf of themselves and their respective Affiliates, hereby agrees (a) that WH may represent TS&W LP, WS&T GP and the TS&W Partners, as applicable, and their Affiliates in such dispute even though the interests TS&W LP, WS&T GP or the TS&W Partners, as applicable, and their Affiliates may be directly adverse to those of the Buyer and its Affiliates (including, after the Closing, the Group Companies) and (b) that even though WH may have represented the Group Companies in a matter substantially related to such third partydispute, to waive any conflict of interest in connection with such representation by WH. 11.16.4. The Parties further agree that, as to all communications among WH and the Group Companies, and all attorney work product that relates in any way to the transactions contemplated by this Agreement (such communications and work product collectively, “WH Confidential Communications”), the attorney-client privilege, the expectation of client confidence, and all other rights to any evidentiary privilege belong solely to TS&W LP, WS&T GP and the TS&W Partners, as applicable and shall solely be controlled by TS&W LP, WS&T GP and the TS&W Partners, as applicable and shall not pass to or be claimed by the Buyer, or, after the Closing, the Group Companies, it being the intention of the Parties that all rights of any Person under or with respect to such attorney-client privilege, work product protection, or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection, or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, TS&W LP, WS&T GP and the TS&W Partners, as applicable. 11.16.5. The Parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 11.

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge Recognizing that the Seller and Company have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) L.L.P. has acted as legal counsel to act as their counsel in connection with the TransactionsShareholders, the Company, certain of its Affiliates, and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of ▇& ▇▇▇▇▇▇ for conflict L.L.P. may act as legal counsel to the Shareholders and certain of interest or any other purposes as a result thereof. (b) Each their Affiliates after the Closing, each of Parent and Merger Sub, the Surviving Entity and each of the Parent, MergerCo, the Company and the Key Stakeholders Group Companies hereby (ai) waives, on its own behalf of themselves and each of their agrees to cause its Affiliates to waive, any claim they have it has or may have that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. has a conflict of interest in connection with, or is otherwise prohibited from engaging in, in such representation; representation and (bii) agrees that, that in the event that a dispute arises after the Closing between the Parent or a Group Company and any Shareholder, the Seller Representative or one of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may represent the Seller and the Key Stakeholders any Shareholder or its Affiliates in such dispute even though the interest interests of any such parties Person(s) may be directly adverse to the Parent or any of its Affiliates (including the Company), Group Company and even though ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may have represented the a Group Company in a matter substantially related to such dispute. dispute (c) Each including in respect of litigation). As to any privileged attorney-client communications between ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. and any of the Parent, MergerCoGroup Companies prior to the Closing (collectively, the “Privileged Communications”), Parent agrees that neither it nor any Group Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, may use or rely on any of the Seller, and the Key Stakeholders, for themselves and Privileged Communications in any action against or involving any Shareholder or any of their respective Affiliates (including, as applicable, which will no longer include the Company), further agree that, as to Group Companies) after the Closing. (b) Parent acknowledges that all pre-Closing privileged communications in any form or format whatsoever between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. and any Shareholder, the CompanySeller Representative, the Sellertheir Affiliates, and/or the Key Stakeholders any Group Company or any of their respective Representatives that relate in any way to the Transactionsnegotiation, documentation and consummation of the transactions contemplated by this Agreement, any alternative transactions to the transactions contemplated by this Agreement presented to or considered by any Group Company, or any dispute arising under this Agreement, unless finally adjudicated to be not privileged by a court of law (collectively, the attorney-“Privileged Deal Communications”), shall remain privileged after the Closing and that the Privileged Deal Communications and the expectation of client privilege and all other rights to any evidentiary privilege confidence relating thereto shall belong solely to the Seller Shareholders and their respective Affiliates (and not the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, Group Companies or Parent) and shall not pass to or be claimed by the Parent or any of the Group Companies. Accordingly, Parent or the Group Companies shall not, without the Seller Representative’s consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. relating to their engagement, whether or not the Closing shall have occurred and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. shall have no duty whatsoever to reveal or disclose any such communications or files. Parent agrees that it will not, and that it will cause its Affiliates and the Group Companies not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any Group Company waive the attorney-client privilege or any other privilege, or otherwise assert that Parent or any Group Company has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any Group Company, any Shareholder or ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. Notwithstanding anything to the contrary contained in this Agreement, prior to Closing, the Seller Representative/Shareholders shall be permitted to remove from the premises of the Group Companies or any servers thereon, any email, document, or other record containing attorney-client privileged information relating to this Agreement or the Company. Notwithstanding contemplated transactions. (c) Parent further agrees, on behalf of itself and, after the foregoingClosing, on behalf of the Group Companies, that all communications in the event that a dispute arises any form or format whatsoever between the Parentor among ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. and any Shareholder, the any of their respective Affiliates, any Group Company or any of their respective AffiliatesRepresentatives that relate in any way to the negotiation, on documentation and consummation of the one handtransactions contemplated by this Agreement, any alternative transactions to the transactions contemplated by this Agreement presented to or considered by any Group Company, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to each Shareholder and its Affiliates (and not the Group Companies) and shall not pass to or be claimed by Parent or any of the Group Companies. (d) If Parent or any Group Company is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Privileged Deal Communications, then Parent shall promptly (and, in any event, within two (2) Business Days) notify the Seller Representative in writing (including by making specific reference to this Section 8.16(d)) so that the Seller Representative can seek a protective order, and a third Person other than a Party or any third-party beneficiary Parent agrees to this Agreement after the Closing, on the other hand, the Company may assert the attorney-client privilege use its best efforts to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third partyassist therewith.

Waiver of Conflicts. (a) Each of the Parent▇▇▇▇, MergerCoWeiss, the CompanyRifkind, and the Key Stakeholders acknowledge that the Seller and Company have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇Sellers’ Counsel”) has acted as legal counsel to act as the Seller Parties and their counsel respective Affiliates prior to the Closing in connection with the Transactions, transactions contemplated by this Agreement. The parties recognize the community of interest that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with exists and will continue to exist until the TransactionsClosing, and the parties agree and acknowledge that no other such community of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) neither the Parent nor any Company shall seek to have any Sellers’ Counsel disqualified from representing a Seller Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest its Affiliates (or any other purposes as equityholder of a result thereof. Seller Party) in any dispute (bwhether in contract or tort) Each of the Parent, MergerCo, the that may arise between a Company and the Key Stakeholders hereby (a) waivesor its Affiliates formerly represented by Sellers’ Counsel, on behalf of themselves the one hand, and each of their Affiliates any claim they have a Seller Party or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including or any other equityholder of a Seller Party), on the Company) and the Sellerother hand, the Key Stakeholdersbased upon, arising out of or related to this Agreement or any of the respective Affiliatestransactions contemplated by this Agreement in whole or in part and (b) in connection with any dispute that may arise between a Company or its Affiliates formerly represented by Sellers’ Counsel, ▇▇▇▇▇▇▇ may represent on the one hand, and a Seller and the Key Stakeholders in such dispute even though the interest of any such parties may be directly adverse to the Parent Party or any of its Affiliates (including the Companyor any other equityholder of a Seller Party), on the other hand, a Seller Party and even though ▇▇▇▇▇▇▇ may its Affiliates shall have represented the Company in a matter substantially related right to such dispute. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as decide whether or not to all pre-Closing communications between or among ▇▇▇▇▇▇▇, the Company, the Seller, and/or the Key Stakeholders that relate in waive any way to the Transactions, the attorney-client privilege and all other rights that may apply to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to communications between a Company or be claimed by the Parent or any of its Affiliates formerly represented by Sellers’ Counsel or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company or any of their respective Seller Party and its Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement after the ClosingSellers’ Counsel, on the other hand, that occurred on or prior to the Company may assert Closing, provided that the attorney-client privilege foregoing shall not extend to prevent disclosure any communication or file not involving the negotiation, documentation and consummation of confidential communications by ▇▇▇▇▇▇▇ the Transactions or the matters contemplated hereby. The covenants contained in this Section 12.19 are intended to such third partybe for the benefit of, and shall be enforceable by, Sellers’ Counsel and its legal representatives and shall not be deemed exclusive of any other rights to which Sellers’ Counsel is entitled, whether pursuant to law, contract or otherwise.

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge that the Seller and Company have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ (“LLP has represented Seller and the Group Companies in connection with the Transactions. All of the Parties recognize and agree on the commonality of interest that exists and will continue to exist until Closing, and the Parties agree that such commonality of interest should continue to be recognized after the Closing and such Parties recognize and agree that certain communications between or among ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇”▇ LLP, Seller, the Group Companies, or any of their Subsidiaries or Affiliates are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the Parties agree that (a) neither Buyer nor, following the Closing, the Company, and their respective Subsidiaries shall, and each of them shall cause the Group Companies not to, seek to act as their counsel have ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP disqualified from representing any of the Seller Parties in connection with any dispute that may arise between any of the Seller Parties or their respective Affiliates, on the one hand, and Buyer or any of its Subsidiaries or Affiliates (including, after the Closing, the Group Companies), on the other hand, in connection with this Agreement, any Ancillary Document and the Transactions, and effective as of the date of this Agreement, Buyer and, effective as of the Closing, the Company (in each case on behalf of themselves and their respective Affiliates and Subsidiaries) fully and irrevocably expressly waives any claim that ▇▇▇▇▇▇, ▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of & ▇▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ LLP has a conflict of interest in connection with, or is otherwise prohibited that would preclude it from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute even though the interest of any such parties may be directly adverse to the Parent or any of its Affiliates (including the Company), and a representation even though ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may have represented the Company any such Person in a matter substantially related to such dispute. (cb) Each Buyer further agrees, on behalf of the Parent, MergerCo, the Company, the Seller, itself and the Key Stakeholders, for themselves and their respective Affiliates Buyer Related Parties (including, as applicableafter the Closing, the CompanyGroup Companies), further agree thatand Seller agrees on behalf of itself and its Affiliates, as to that all pre-Closing communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the CompanySeller Parties or their respective Affiliates (including, on and prior to the Closing, the Seller, and/or the Key Stakeholders Group Companies) that relate in any way to the negotiation, documentation and consummation of the Transactions, this Agreement, the attorney-client privilege and all other rights Ancillary Documents or any alternative transactions to the Transactions presented to or considered by any Group Company or that otherwise relate to any evidentiary privilege belong potential transactions (including the Transactions) or any dispute related to, arising under or otherwise in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby and thereby (collectively, the “Deal Communications”) shall be deemed to the be retained and owned solely by Seller and the Key Stakeholdersits designee(s), and may shall be controlled by the Seller and the Key Stakeholders, its designee(s) and shall not pass to (by operation of law or otherwise) or be claimed by the Parent Buyer or any Buyer Related Party (including, after the Closing, the Group Companies). All Deal Communications that are attorney-client privileged or otherwise subject to any legal privilege relating to its engagement with respect to the Transactions (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege, and to the extent Buyer or any Buyer Related Party (including, after the Closing, the Group Companies) should discover in its possession after the Closing any Privileged Deal Communications, it will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to Seller or its designee(s), keeping no copies, and will not by reason thereof assert any loss of its Affiliates confidentiality or the Company. privilege protection. (c) Notwithstanding the foregoing, in the event that that, following the Closing a dispute arises between Buyer and the ParentBuyer Related Parties (including, after the Closing, the Company or any of their respective AffiliatesGroup Companies), on the one hand, and a third Person party (other than a Party Seller or any third-party beneficiary to this Agreement after the ClosingSeller Party), on the other hand, the Company Buyer may assert the attorney-client privilege to prevent the disclosure of confidential communications by ▇▇▇▇▇▇▇ the Privileged Deal Communications to such third party; provided, however, that Buyer shall not, and Buyer shall cause the Buyer Related Parties (including, after the Closing, the Group Companies) not to, waive such privilege without the prior written consent of Seller (which may be given or withheld in Seller’s sole discretion). In the event that any of Buyer and the Buyer Related Parties (including, after the Closing, the Group Companies) are legally required by order of a Governmental Entity or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller may seek (at its expense) a protective order and Buyer agrees to, and to cause the Buyer Related Parties (including, after the Closing, the Group Companies) to, use all commercially reasonable efforts requested by Seller to assist therewith.

Waiver of Conflicts. Buyer, Merger Sub and the Company (aon behalf of itself and its Subsidiaries) Each agree that, notwithstanding any current or prior representation of the ParentCompany or any of its Subsidiaries by Dechert LLP (“Dechert”) and/or Sidley Austin LLP (“Sidley”), MergerCoDechert and/or Sidley shall be allowed to represent the Stockholders’ Representative, any Fully Diluted Common Holder or any of their respective Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Buyer, Merger Sub, the Company, the Surviving Corporation, any Subsidiaries of Buyer, the Surviving Corporation or the Company, 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 other Ancillary Agreements, or any of the transactions contemplated hereby or thereby, and Buyer, Merger Sub, and the Key Stakeholders acknowledge that the Seller Company (on behalf of itself and Company have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”its Subsidiaries) to act as their counsel in connection with the Transactions, that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates waive any claim they have or may have that ▇▇▇▇▇▇▇ Dechert or Sidley has a conflict of interest in connection with, or is otherwise prohibited from engaging in, in such representation; representation and (b) agrees agree that, in the event that a dispute arises after the Closing between Buyer, the Parent Surviving Corporation, any Subsidiaries of Buyer or the Surviving Corporation or any of its their respective Affiliates (including on the Companyone hand) and the Sellerany Fully Diluted Common Holder, the Key Stakeholders, Stockholders’ Representative or any of their respective Affiliates (on the respective Affiliatesother hand), ▇▇▇▇▇▇▇ Dechert and/or Sidley may represent such Fully Diluted Common Holder, the Seller and the Key Stakeholders Stockholders’ Representative or such Affiliate in such dispute even though the interest interests of any such parties Fully Diluted Common Holder, the Stockholders’ Representative or such Affiliate may be directly adverse to Buyer, the Parent Surviving Corporation, any Subsidiaries of Buyer or the Surviving Corporation or any of its their respective Affiliates (including the Company), and even though ▇▇▇▇▇▇▇ Dechert or Sidley may have represented the Company and its Subsidiaries in a matter substantially related to such dispute. (c) Each of the Parent, MergerCo, the Company, the Seller, . Buyer and the Key Stakeholders, for themselves Company (on behalf of itself and their respective Affiliates (including, as applicable, the Company), its Subsidiaries) also further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇Dechert and/or Sidley, on the one hand, and the Company, any of the SellerSubsidiaries of the Company, any of Fully Diluted Common Holders, the Stockholders’ Representative and/or any of their respective Affiliates, on the Key Stakeholders that relate in any way other hands, to the Transactionsextent relating to the Company’s sale process, this Agreement or any Ancillary Agreement, or transactions contemplated by this Agreement or the Ancillary Agreements, the attorney-client privilege and all other rights to any evidentiary privilege belong the expectation of client confidence belongs to the Seller Stockholders’ Representative, the Fully Diluted Common Holders and the Key Stakeholderstheir Affiliates, and may be controlled by the Seller Stockholders’ Representative, the Fully Diluted Common Holders and the Key Stakeholderstheir Affiliates, and shall not pass to or be claimed by Buyer, Merger Sub, the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the ParentSurviving Corporation, the Company or any Subsidiary or Affiliate of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement after the Closing, on the other handBuyer, the Company may assert Surviving Corporation or the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third partyCompany.

Waiver of Conflicts. 10.16.1. Ropes & ▇▇▇▇ LLP (a“Ropes”) Each of has acted as legal counsel to the Parent, MergerCoSellers, the Company, and certain of their respective Affiliates (including the Key Stakeholders acknowledge that Group Companies) prior to the Seller Closing, and Company have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) intends to continue to act as legal counsel to the Sellers and certain of their counsel Affiliates following the Closing, including in connection with any potential disputes arising out of or relating to the Transactions, that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCo. As such, the Company Buyer and the Key Stakeholders hereby (a) waivesCompany, on behalf of themselves and each of their respective Affiliates (including the Group Companies), hereby waive any claim they have or conflicts that may have that ▇▇▇▇▇▇▇ has a conflict of interest arise in connection withwith Ropes representing the Sellers and their respective Affiliates following the Closing in connection with any matter arising out of or relating to the Transactions, including any dispute related thereto or is otherwise prohibited from engaging in, such representation; (b) agrees thatarising therefrom. Without limiting the generality of the foregoing, in the event that a dispute arises after between or among the Closing between the Parent or Buyer and any of its Affiliates (including including, after the Company) Closing, the Group Companies), on the one hand, and the Seller, the Key Stakeholders, or Sellers and any of the their respective Affiliates, ▇▇▇▇▇▇▇ on the other hand, arising out of or relating to the Transactions, each of the Parties, on behalf of themselves and their respective Affiliates, hereby agrees (a) that Ropes may represent the Seller Sellers and the Key Stakeholders their respective Affiliates in such dispute even though the interest interests of any such parties the Sellers and their respective Affiliates may be directly adverse to those of the Parent or any of Buyer and its Affiliates (including including, after the CompanyClosing, the Group Companies), and (b) that even though ▇▇▇▇▇▇▇ Ropes may have represented the Company Group Companies in a matter substantially related to such dispute, to waive any conflict of interest in connection with such representation by Ropes. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, the Company), 10.16.2. The Parties further agree that, as to (i) all pre-Closing communications between or among ▇▇▇▇▇▇▇Ropes and the Group Companies prior to Closing, the Companyand (ii) all attorney work product of Ropes, the Sellerin each case, and/or the Key Stakeholders that relate relates in any way to the Transactions, the attorney-client privilege privilege, the expectation of client confidence, and all other rights to any evidentiary privilege belong solely to the Seller Sellers and the Key Stakeholders, and may shall solely be controlled by the Seller and the Key Stakeholders, Sellers and shall not pass to or be claimed by the Parent Buyer, or, after the Closing, the Group Companies, it being the intention of the Parties that all rights of any Person under or any of its Affiliates with respect to such attorney-client privilege, work product protection, or other similar privilege or protection, including the Companyright to waive, assert and otherwise control such attorney-client privilege, work product protection, or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, the Sellers. Notwithstanding the foregoing, none of the Group Companies or the Sellers is waiving, and each of the Group Companies shall be entitled to enforce, any such attorney-client privilege in connection with any Action not involving a Party to this Agreement. 10.16.3. The Parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the event that a dispute arises between intent of this Section 10.16. The Buyer acknowledges and agrees, on behalf of itself and its Affiliates (including, after the ParentClosing, the Company or any of their respective Affiliates, on Group Companies) that each has had the one handopportunity to discuss and obtain adequate information concerning the significance and material risks of, and a third Person reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Party or any Ropes. This Section 10.16 is for the benefit of Ropes (including its partners and employees), which is an intended third-party beneficiary to of this Agreement after the Closing, on the other hand, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third partySection 10.16.

Waiver of Conflicts. (a) Each of the Parentparties hereto acknowledges and agrees, MergerCoon its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that the Company, and not any of its individual Company Equityholders, is the Key Stakeholders acknowledge that the Seller and Company have retained client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the “▇▇▇▇▇▇▇Firm”) to act as their counsel in connection with ). After the TransactionsClosing, it is possible that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Transactions, and that no other Party or Person has Firm will represent the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the Parent, MergerCoCompany Equityholders, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute even though the interest of any such parties may be directly adverse to the Parent or any of its Affiliates (including the Company), and even though ▇▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute. (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves Representative and their respective Affiliates (including, as applicableindividually and collectively, the Company), further agree that, as to all pre-Closing communications between “Seller Group”) in connection with the transactions contemplated herein or among ▇▇▇▇▇▇▇in the Escrow Agreement, the Company, the Seller, and/or the Key Stakeholders that relate in Escrow Fund and any way to the Transactions, the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to or be claimed by the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company or any of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary claims made thereunder pursuant to this Agreement or the Escrow Agreement. Parent and 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, on the other handFirm (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 Company may assert Escrow Agreement, or the attorney-client privilege transactions contemplated hereby or thereby. Each of the parties hereto consents thereto, and waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to prevent disclosure consent to waive any conflict of confidential communications by ▇▇▇▇▇▇▇ to interest arising from such third partyrepresentation. Each such 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.

Waiver of Conflicts. It is acknowledged by the Parties that the Group Companies (a) Each of the Parent, MergerCo, including the Company), ZMC Blocker, Sellers and the Key Stakeholders acknowledge that the Seller Sellers’ Representative and Company each of their respective Affiliates have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“Sidley”) and ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇”) to act as their counsel in connection with the Transactions, transactions contemplated hereby and that Sidley and ▇▇▇▇▇▇▇▇ has have not acted as counsel for any other Person party in connection with the Transactionstransactions contemplated hereby. Buyer, and that no other Party or Person has each Group Company (including the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each of the ParentCompany), MergerCo, the Company and the Key Stakeholders hereby (a) waives, on behalf of themselves ZMC Blocker and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees Management Holdco hereby agree that, in the event that a dispute arises after the Closing between the Parent or Buyer, any of its Affiliates Group Company (including the Company) and the Seller), the Key StakeholdersZMC Blocker, or any of Management Holdco, on the respective Affiliatesone hand, and any Seller or Sellers’ Representative, on the other hand, Sidley and ▇▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders any or all Sellers or Sellers’ Representative in such dispute even though the interest interests of any such parties Seller(s) or Sellers’ Representative may be directly adverse to the Parent or Buyer, any of its Affiliates Group Company (including the Company), ZMC Blocker, any Management Holdco or any of their respective Subsidiaries, and even though ▇▇▇▇▇▇▇ Sidley and Goodmans formerly may have represented any Group Company (including the Company Company), ZMC Blocker or any of their Subsidiaries in a matter substantially related to such dispute. . Buyer further agrees that, in connection with any future dispute between Buyer, any Group Company (c) Each of the Parent, MergerCo, the Company, the Seller, and the Key Stakeholders, for themselves and their respective Affiliates (including, as applicable, including the Company), further agree thatZMC Blocker, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇, the Company, the Seller, and/or the Key Stakeholders that relate in any way to the Transactions, the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholders, and shall not pass to or be claimed by the Parent or any of its Affiliates or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Parent, the Company Management Holdco or any of their respective Affiliates, on the one hand, and any of Sellers or Sellers’ Representative or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among Sidley, Goodmans, any Seller, Sellers’ Representative, the Company (prior to the Closing), ZMC Blocker (prior to the Closing), any Management Holdco (prior to the Closing) or any of its or their respective Subsidiaries (with respect to the Company’s, ZMC Blocker’s or any Management ▇▇▇▇▇▇’s respective Subsidiaries, prior to the Closing) and any direct or indirect equityholder of any of the foregoing that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller, equityholder or Sellers’ Representative, as the case may be, and may be controlled by such Seller, such equityholder or Sellers’ Representative, as the case may be, and shall not pass to or be claimed by Buyer, the Company (following the Closing), ZMC Blocker (following the Closing), any Management Holdco (following the Closing) or any of their respective Subsidiaries (with respect to the Company’s, ZMC Blocker’s or any Management Holdco’s respective Subsidiaries, following the Closing). For the avoidance of doubt, in the event that a dispute arises between Buyer, any Group Company (including the Company), ZMC Blocker, any Management Holdco or any of their respective Subsidiaries and a third Person party other than a Party or any third-party beneficiary to in connection with this Agreement after the Closing, on the other handapplicable Group Company, the Company ZMC Blocker, applicable Management Holdco or any of their respective Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third partydisclosure.

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge Recognizing that the Seller and Company have retained ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (“LLP has acted as legal counsel to one or more members of the Seller Group prior to the Initial Closing, and that ▇▇▇▇▇▇▇”) to act as their counsel in connection with the Transactions, that ▇ & ▇▇▇▇▇▇▇ has not acted LLP intends to act as legal counsel for any other Person in connection with the Transactions, and that no other Party to one or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) Each more members of the ParentSeller Group (which will no longer include the Transferred Subsidiaries) after the Initial Closing, MergerCo, the Company each of Purchaser and the Key Stakeholders Transferred Subsidiaries hereby (ai) waives, on its own behalf and on behalf of themselves its Representatives and each of their Affiliates affiliates (individually and collectively, the “Purchaser Group”), and shall cause any affiliate thereof to consent to and waive, any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, & ▇▇▇▇▇▇▇ LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) acknowledge and agree, on their own behalf and on behalf of their affiliates, including the Transferred Subsidiaries following the Initial Closing, that, in the event that any dispute arises after the Initial Closing between the Purchaser Group or a Transferred Subsidiary and LivaNova or its affiliates, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may represent the Seller and the Key Stakeholders one or more of LivaNova or its affiliates in such dispute even though the interest interests of any such parties person(s) may be directly adverse to the Parent Purchaser or any of its Affiliates (including the Company), Transferred Subsidiary and even though ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may have represented the Company a Transferred Subsidiary in a matter substantially related to such dispute. (c) Each . Purchaser represents that ▇▇▇▇▇▇▇▇▇’s own attorney has explained and helped Purchaser evaluate the implications and risks of waiving the Parent, MergerCo, the Company, the Sellerright to assert future conflict against ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and the Key StakeholdersPurchaser’s consent with respect to this waiver is fully informed. In addition, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all precommunications involving attorney-Closing communications client confidences between or among any of ▇▇▇▇▇▇▇▇, its affiliates or any Transferred Subsidiary and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the Companycourse of the negotiation, documentation and consummation of the Sellertransactions contemplated hereby (including, and/or for the Key Stakeholders avoidance of doubt, all of the client files and records in the possession of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP related to this Agreement and the transactions contemplated hereby) shall be deemed to be attorney-client confidences that relate in any way belong solely to ▇▇▇▇▇▇▇▇ and its affiliates (and not the TransactionsTransferred Subsidiaries), and the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and the Key Stakeholders, and may be controlled by the Seller and the Key Stakeholdersexpectation of client confidence belongs to, and shall be controlled by, the Seller Group and will not pass to or be claimed by the Parent Purchaser or any of its Affiliates or the Companya Transferred Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the ParentAccordingly, the Company Transferred Subsidiaries shall not, without ▇▇▇▇▇▇▇▇’s consent, have access to any such communications, or any to the files of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement after the Closing, on the other hand, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Initial Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Initial Closing, (a) LivaNova and its affiliates (and not the Transferred Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such third partyengagement, and none of the Transferred Subsidiaries shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only LivaNova and its affiliates (and not the Transferred Subsidiaries) shall hold such property rights and (c) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Transferred Subsidiaries by reason of any attorney-client relationship between ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Transferred Subsidiaries or otherwise. In addition, Purchaser and the Transferred Subsidiaries agree that it would be impractical to remove all attorney-client communications from the records (including e-mails and other electronic files) of the Transferred Subsidiaries. Accordingly, as to any such communications prior to the Initial 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 of such communications in a manner that may be adverse to LivaNova or any of its affiliates.

Waiver of Conflicts. (a) Each of the Parent, MergerCo, the Company, and the Key Stakeholders acknowledge that the Seller and Company have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) to act as their counsel in connection with the Transactions, that ▇ LLP and ▇▇▇▇▇▇▇ has not acted as counsel for any other Person GPM (together, the “Specified Counsel”) have represented Seller Representative, the Company Group and certain direct or indirect equityholders of the Company Group in connection with the Transactions. All of the Parties recognize and agree on the commonality of interest that exists and will continue to exist until Closing, and the Parties agree that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict such commonality of interest should continue to be recognized after the Closing and such Parties recognize and agree that certain communications between or among the Specified Counsel, Seller Representative, the Company Group, such direct and indirect equityholders of the Company Group, or any other purposes as a result thereof. of their Subsidiaries or Affiliates are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the Parties agree that (bi) Each of no Buyer Entity nor, following the Parent, MergerCoClosing, the Company and each Blocker shall, and each of them shall cause the Key Stakeholders hereby other members of the Company Group not to, seek to have the Specified Counsel disqualified from representing Seller Representative or any other Seller Party in connection with any dispute that may arise between them, on the one hand, and the Buyer Group, on the other hand, in connection with this Agreement, any Ancillary Agreement and the Transactions, and effective as of the date of this Agreement, each Buyer Entity and, effective as of the Closing, the Company and each Blocker (a) waives, in each case on behalf of themselves itself and each of their respective Affiliates and Subsidiaries) expressly waives any claim they have or may have that ▇▇▇▇▇▇▇ the Specified Counsel has a conflict of interest in connection with, or is otherwise prohibited that would preclude it from engaging in, such representation; (b) agrees that, in the event a dispute arises after the Closing between the Parent or any of its Affiliates (including the Company) and the Seller, the Key Stakeholders, or any of the respective Affiliates, ▇▇▇▇▇▇▇ may represent the Seller and the Key Stakeholders in such dispute a representation even though the interest of any such parties may be directly adverse to the Parent or any of its Affiliates (including the Company), and even though ▇▇▇▇▇▇▇ Specified Counsel may have represented the Company any such Person in a matter substantially related to such disputedispute and (ii) in connection with any such dispute that may arise between, on the one hand, any Seller Party and, on the other hand, any member of the Buyer Group and its Subsidiaries and Affiliates, the Seller Party(ies) involved in such dispute (and not the members of the Buyer Group) will have the right to decide whether or not to waive the attorney-client privilege or any other privilege that may apply to any communications between the Company Group and the Specified Counsel that occurred on or prior to the Closing in connection with this Agreement, the Ancillary Agreements and the Transactions. (cb) Each Buyer Entity further agrees, on behalf of itself and each other member of the Parent, MergerCo, the Company, the SellerBuyer Group, and the Key StakeholdersCompany and each Blocker agrees on behalf of itself and its Affiliates, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to that all pre-Closing communications in any form or format whatsoever between or among ▇▇▇▇▇▇▇, any of the Company, Specified Counsel and the Seller, and/or the Key Stakeholders Seller Parties that relate in any way to the negotiation, documentation and consummation of the Transactions, the Ancillary Agreements or any alternative transactions to the Transactions presented to or considered by any member of the Company Group or that otherwise relate to any potential transactions (including the Transactions) or any dispute related to, arising under or otherwise in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Deal Communications”) shall be deemed to be retained and owned solely by Seller Representative and its designee(s), shall be controlled by Seller Representative and its designee(s) and shall not pass to (by operation of law or otherwise) or be claimed by Buyer or any member of the Buyer Group. All Deal Communications that are attorney-client privileged or otherwise subject to any legal or similar privilege relating to its engagement with respect to the Transactions (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and all other rights the expectation of client confidence relating thereto shall belong solely to any evidentiary privilege belong to the Seller Representative and the Key Stakeholdersits designee(s), and may shall be controlled by the Seller Representative and the Key Stakeholdersits designee(s), and shall not pass to or be claimed by the Parent any Buyer Entity or any member of the Buyer Group, and to the extent any Buyer Entity or any member of the Buyer Group should discover in its Affiliates possession after the Closing any Privileged Deal Communications, it will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to Seller Representative or the Company. its designee(s), keeping no copies, and will not by reason thereof assert any loss of confidentiality or privilege protection. (c) Notwithstanding the foregoing, in the event that that, following the Closing, a dispute arises between the Parent, the Company or any of their respective AffiliatesBuyer Group, on the one hand, and a third Person party (other than a Party Seller Representative or any third-party beneficiary to this Agreement Person who is, after the Closing, a Seller Party (excluding, for the avoidance of doubt, the Company Group)), on the other hand, the Company Buyer may assert the attorney-client privilege to prevent the disclosure of confidential communications the Privileged Deal Communications to such third party and if requested by ▇▇▇▇▇, Seller Representative shall use reasonable best efforts (at the sole cost and expense of ▇▇ ▇▇▇▇) to assert such third partyprivilege; provided, however, that no member of the Buyer Group may waive such privilege without the prior written consent of Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). In the event that any member of the Buyer Group is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall immediately (and, in any event, within two (2) Business Days) notify Seller Representative in writing (including by making specific reference to this Section) so that Seller Representative can seek (at its expense) a protective order and each Buyer Entity agrees to, and to cause the other member of the Buyer Group to, use reasonable best efforts requested by Seller Representative to assist therewith (at Seller Representative’s sole cost and expense).