Legal Representation. Each of the parties to this Agreement acknowledges that Thompson Hine LLP currently serves as counsel to the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Current Representation”). There may come a time after consummation of the transactions contemplated by this Agreement when Thompson Hine LLP is asked to represent the interests of the Stockholder Representative or one or more of the Company Stockholders. Each of the parties agrees that, as to all communications with respect to the transactions contemplated by this Agreement among Thompson Hine LLP, the Company, the Stockholder Representative, or any one or more of the Company Stockholders, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Thompson Hine LLP representing the Company shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to the Company Stockholders and shall not pass to or be claimed by Parent or any of its respective Affiliates (including the Final Surviving Company); provided further that the foregoing shall not extend to any communication not involving the Current Representation. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Thompson Hine LLP representing the Company shall survive the Closing, remain in effect and be controlled by the Stockholder Representative on behalf of the Company Stockholders. As to any privileged attorney-client communications between Thompson Hine LLP and the Company prior to the Closing Date (collectively, the “Privileged Communications”), Parent, together with its Affiliates (including the Final Surviving Company), successors or assigns, agree that no such Person may use or rely on any of the Privileged Communications in any action or claim against any of the parties hereto after the Closing. In addition, Parent and its Affiliates (including the Final Surviving Company) and their respective officers, ACTIVE/108710474.16

Legal Representation. Each Purchaser acknowledges that it has been represented by independent legal counsel in the preparation of the Agreement.

Legal Representation. Each Party acknowledges and represents that it was represented by its own legal counsel in the negotiation and execution of this Agreement and had the opportunity to seek advice regarding its legal rights from such counsel.

Legal Construction; Legal Representation. This Agreement shall not be construed against the Party drafting this Agreement, despite its responsibility for its preparation. Employee acknowledges that Cooley LLP represents the Company and not Employee in drafting and negotiating this Agreement, and Employee has been given an opportunity to review this Agreement with counsel of his choice prior to his execution of this Agreement.

the Vendor and its Affiliates (and not the Company and its Subsidiaries) shall be the sole holders of the solicitor-client privilege with respect to such engagement, and the Company shall not be a holder thereof;

Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

Representation. Employee represents and agrees that Employee has thoroughly read this Agreement in its entirety; that Employee has had a reasonable time to consider its terms; that Employee fully understands all of its terms; that Employee has not relied upon any representations, promises, or statements, oral or written, that are not set forth in this Agreement; and that Employee has entered into this Agreement voluntarily and upon Employee’s own free will.

Representation. You hereby represent to the Company that the execution and delivery of this consulting agreement by you and the Company and your performance of your duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which you are a party or otherwise bound. In addition, you acknowledge and agree that you will be subject to the Company’s policies and procedures, including with respect to the use of confidential information, limitations on personal securities trading and disclosures regarding your other business activities and associations (e.g., directorships). Further, you acknowledge that you remain subject to continued compliance with any restrictive covenants contained in the award agreements governing your outstanding equity compensation or deferred awards in accordance with their respective terms.

Representation. The Executive represents and warrants to the Company that he has full power to enter into this Agreement and perform his duties hereunder and that his execution and delivery of this Agreement and his performance of his duties hereunder shall not result in a breach of or constitute a default under any agreement or understanding, oral or written, to which he is a party or by which he may be bound.

Representation. Executive hereby agrees that this release is given knowingly and voluntarily and acknowledges that: