Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationEntity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationEntity) (collectively, the “OmniLit InterPrivate Group”), on the one hand, and (y) the Surviving Corporation Entity and/or any member of the Company Aspiration Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GW&C”), that represented OmniLit Parent and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit InterPrivate Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationEntity, and even though such counsel may have represented OmniLit Parent in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Entity and/or the Sponsor. OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationEntity), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements ancillary agreements or the transactions contemplated hereby or thereby) between or among OmniLitParent, the Sponsor and/or any other member of the OmniLit InterPrivate Group, on the one hand, and R&GW&C, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit InterPrivate Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationEntity. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Parent or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationEntity. (b) OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationEntity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationEntity) (collectively, the “Company Aspiration Group”), on the one hand, and (y) the Surviving Corporation Entity and/or any member of the OmniLit InterPrivate Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Aspiration Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationEntity, and even though such counsel may have represented OmniLit Parent and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationEntity, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements ancillary agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Aspiration Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Aspiration Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationEntity. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Parent prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersEntity.

Conflicts and Privilege. (a) OmniLit and the CompanyBuyer, on behalf of their respective successors itself and assigns its Affiliates (includingwhich for this purpose, after shall be deemed to include the ClosingCompany) agrees that, notwithstanding any current or prior representation of the Company by Xxxx Xxxxx, Esq. and Sidley Austin LLP (the “Counsel”), the Surviving Corporation), hereby agree that, in the event a dispute with respect Counsel shall be allowed to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or represent Sellers and any of their respective directors, members, partners, officers, employees or Affiliates (other than in any matters and disputes adverse to Buyer and the Surviving Corporation) (collectively, the “OmniLit Group”), Company that either are existing on the one hand, and (y) date hereof or arise in the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsorfuture. OmniLit and the CompanyBuyer, on behalf of their respective successors itself and assigns its Affiliates (includingwhich, after for this purpose, shall be deemed to include the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or Company) hereby waives any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements claim that Buyer or the transactions contemplated hereby Company has or thereby) between or among OmniLit, the Sponsor and/or any other member may have that either of the OmniLit Group, on the one hand, Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoingagrees that, if a dispute arises after the Closing between Buyer or the Company and either Seller or any of their Affiliates, then either or both of the Counsel may represent Sellers or such Affiliate in such dispute even though the interests of Sellers or such Affiliate may be directly adverse to Buyer or the Company and even though the Counsel may have represented the Company in a matter substantially related to such dispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company), also agrees that, as to all communications between or among the Surviving Corporation or Counsel and Sellers, the Company, and/or any of its Subsidiaries or its or their respective directorsAffiliates that occurred prior to the Closing and related to (i) the negotiation of this Agreement and the agreements, memberscertificates and other documents contemplated hereby or (ii) the Rough Rice Matter, partnersthe attorney-client privilege and the expectation of client confidence in each case belong to Sellers and may be controlled by Sellers and shall not pass to or be claimed by Buyer or the Company. Sellers hereby acknowledge and agree that, officersfor all other communications between or among the Counsel and Sellers, employees the Company, and/or any of their respective Affiliates that occurred prior to the Closing and for which the Company had the right, prior to the Closing, to assert and waive the attorney-client privilege, the Company’s right to assert and waive the attorney-client privilege and expectation of client confidence shall pass to and be claimed by Buyer and the Company. Notwithstanding the foregoing, if an inquiry or Affiliates (other than dispute arises after the OmniLit Group), on Closing between the one hand, Company and a third party (other than (and unaffiliated with) the OmniLit Group, on the other handSellers or an Affiliate of Sellers), then the Surviving Corporation and/or any member of Company (to the Company Group extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. confidential communications by the Counsel (b) OmniLit and including to prevent any disclosure related to the Company, on behalf of their respective successors and assigns (including, after Rough Rice Matter); provided that if the ClosingCompany elects to waive such privilege, the Surviving Corporation), hereby agree that, in the event a dispute Company shall provide Sellers with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests reasonable advance notice of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergerswaiver.

Conflicts and Privilege. (a) OmniLit and Acquiror, the Company, PubCo, Merger Sub 1 and Merger Sub 2, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit Bridgetown Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company CompareAsia Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor Sponsor, and DLA Piper Singapore Pte. Ltd. that represented the Special Committee of the board of directors of Acquiror, prior to the Acquisition Closing may represent the Sponsor and/or any other member of the OmniLit Bridgetown Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit and Acquiror, the Company, Merger Sub 1 and Merger Sub 2, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Document or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Bridgetown Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Bridgetown Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company Company, Merger Sub 1 or Merger Sub 2 prior to the Acquisition Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and Acquiror, the Company, Merger Sub 1 and Merger Sub 2, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and Company, Merger Sub 1, Merger Sub 2 and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company CompareAsia Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the OmniLit Bridgetown Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP Xxxxxxxx & Xxxxx (“OxxxxxK&E”) that represented the Company prior to the Acquisition Closing may represent any member of the Company CompareAsia Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror, the Company, Merger Sub 1 and/or the Company Merger Sub 2 in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany. Acquiror, the Company, Merger Sub 1 and Merger Sub 2, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company Company, Merger Sub 1, Merger Sub 2 and/or any member of the Company CompareAsia Group, on the one hand, and OxxxxxK&E, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company CompareAsia Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “OmniLit Founder Group”), on the one hand, and (y) the Surviving Corporation Acquiror and/or any member of the Company GroupGroup (as defined below), on the other hand, any legal counsel, including Ropes Xxxxxx, Xxxx & Gray Xxxxxxxx LLP (“R&GGDC”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Founder Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Acquiror and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Founder Group, on the one hand, and R&GGDC, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Founder Group after the Closing, and shall not pass to or be claimed or controlled by Acquiror; provided that if after the Closing a dispute arises between Surviving CorporationPubco or any of its Affiliates, on the one hand, and a third party other than the Sponsor or any of its respective Affiliates, on the other hand, Surviving Pubco may assert the attorney-client privilege to prevent disclosure of such communications to such third party (but, for the avoidance of doubt, neither Surviving Pubco or any of its Affiliates may waive such privilege without the prior written consent of the Sponsor). Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation Acquiror and/or any member of the OmniLit Founder Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxx LLP (“OxxxxxVenable”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror. Acquiror and the Surviving CorporationCompany, on behalf of their respective successors and assigns further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxVenable, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAcquiror. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersAcquiror.

Conflicts and Privilege. (a) OmniLit HoldCo, SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the Sponsor, the stockholders Surviving Company, shareholders or holders of other equity interests of OmniLit SPAC, SPAC Successor or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit SPAC Group”), on the one hand, and (y) HoldCo, Merger Sub 2, the Surviving Corporation Company and/or any member of the Company Eleusis Group, on the other hand, any legal counsel, including Ropes Xxxxx Xxxx & Gray Xxxxxxxx LLP (“R&GXxxxx Xxxx”), that represented OmniLit SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany or HoldCo, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit HoldCo, SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among OmniLitSPAC, the Sponsor and/or any other member of the OmniLit SPAC Group, on the one hand, and R&GXxxxx Xxxx, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit SPAC, HoldCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company, HoldCo, the Surviving Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Eleusis Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Eleusis Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationSPAC Group, and even though such counsel may have represented OmniLit SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or any member of the Company Eleusis Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Eleusis Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit MEOA and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit MEOA, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit MEOA Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Groupor any of its Subsidiaries or Affiliates, on the other hand, any legal counsel, including Ropes & Gray Xxxxx Xxxxxxx LLP (“R&GXxxxx”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, MEOA Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit MEOA in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for the Surviving Corporation Company and/or the Sponsor. OmniLit MEOA and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications made prior to the Closing (in each case to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among OmniLitMEOA, the Sponsor and/or any other member of the OmniLit MEOA Group, on the one hand, and R&GXxxxx, on the other hand (the “R&G Xxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the OmniLit MEOA Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit MEOA or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit MEOA and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person other than the MEOA Group may use or rely on any of the R&G Xxxxx Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitMEOA, Surviving Corporation Company or their respective Subsidiaries, in any Action Proceeding against or involving any of the parties after the Closing, and OmniLit MEOA and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxx Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit and the The Company, on behalf of their respective its successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) involving the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit SPAC or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or Surviving CorporationEntity 2) (collectively, the “OmniLit Sponsor Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Kxxxxxxx & Gray Exxxx LLP (“R&GK&E”), that represented OmniLit and/or SPAC or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit Sponsor Group, in such dispute even though the interests of such Persons may be directly adverse to the Company or Surviving CorporationEntity 2, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Company, Surviving Corporation and/or Entity 2 or the Sponsor. OmniLit and the The Company, on behalf of their respective its successors and assigns (including, after the Closing, the Surviving CorporationEntity 2), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit Sponsor Group, on the one hand, and R&GK&E, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Sponsor Group after the Closing, and shall not pass to or be claimed or controlled by the Company or Surviving CorporationEntity 2. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersEntity 2.

Conflicts and Privilege. (a) OmniLit Each of the parties hereto, on its own behalf and the Company, on behalf of their respective successors and assigns its Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests securities of OmniLit Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Parent Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Winston & Gray LLP (“R&G”)Xxxxxx LLP, that represented OmniLit Parent and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Parent Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Parent in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Additional Agreements or the transactions contemplated hereby or thereby) between or among OmniLitParent, the Sponsor and/or any other member of the OmniLit Parent Group, on the one hand, and R&GWinston & Xxxxxx LLP, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Parent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Parent or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests securities of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Parent Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxx Xxxxxxxx LLP (“OxxxxxPH”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Parent and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Additional Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxPH, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Parent prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Each of SPAC and the Company, Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, including after the Closing, the Surviving CorporationCompany) (all such parties, the “DLA Waiving Parties”), hereby agree that, in that DLA Piper (“DLA”) may represent the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit the Company or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit DLA WP Group”), on in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the one handtransactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other DLA Waiving Parties, and each of SPAC and the Company on behalf of itself and the DLA Waiving Parties hereby consents thereto and irrevocably waives (yand will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to DLA’s prior representation of the Surviving Corporation and/or Company, its Subsidiaries or of DLA Waiving Parties. SPAC and the Company, for itself and the DLA Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Company GroupDLA WP Group and DLA, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between , or among OmniLit, the Sponsor and/or any other member matter relating to any of the OmniLit Groupforegoing, on are privileged communications that do not pass to the one handSurviving Company notwithstanding the Mergers, and R&Ginstead survive, on remain with and are controlled by the other hand DLA WP Group (the “R&G DLA Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporationwithout any waiver thereof. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G DLA Privileged CommunicationCommunications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Company and its Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit SPAC and the Company agree not to assert that any privilege has been waived as to the R&G DLA Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding . (b) Each of SPAC and the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any Company hereby agrees on behalf of its Subsidiaries or its or their respective directors, members, partners, officers, employees or and Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf each of their respective successors and assigns (including, including after the Closing, the Surviving CorporationCompany) (all such parties, the “STB Waiving Parties”), hereby agree that, in that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) may represent the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company STB WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding its prior representation of Sponsor, SPAC or other STB Waiving Parties. Each of SPAC and the Company, on behalf of itself and the STB Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to STB’s prior representation of Sponsor, SPAC or other STB Waiving Parties. Each of SPAC and the Company, for itself and the STB Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between Sponsor, SPAC or any other member of the STB WP Group, on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit GroupSTB, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company made prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationClosing, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between , or among the Company and/or any member matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Company Group, on notwithstanding the one handMergers, and Oxxxxxinstead survive, on remain with and are controlled by the other hand STB WP Group (the “Oxxxxx STB Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporationwithout any waiver thereof. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx STB Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Company and its Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit SPAC and the Company agree not to assert that any privilege has been waived as to the Oxxxxx STB Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit It is acknowledged by each of the parties hereto that Gibco and the Company, on behalf of their respective successors and assigns Company have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (including, after the Closing, the Surviving Corporation“STB”), hereby agree thatDarrois Villey Maillot Brochier AARPI (“Darrois”), in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, the “OmniLit GroupExisting Counsel”), on ) to act as counsel in connection with the one handtransactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (ya) Walgreens shall not, and from and after the Second Step Closing shall cause the Company not to, seek to have any Existing Counsel disqualified from representing Gibco or (prior to the Second Step Closing only) the Surviving Corporation and/or Company or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute (whether in contract, tort or Action otherwise) based upon, arising out of or relating to, related to this Agreement, Agreement or any Ancillary Agreements or of the transactions contemplated hereby hereunder in whole or therebyin part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or among OmniLit, the Sponsor and/or Company or any other member of the OmniLit Group, on the one hand, and R&GWalgreens, on the other hand (the “R&G Privileged Communications”)or, the attorney/client privilege from and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Second Step Closing, and shall not pass to Walgreens or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxGibco, on the other hand hand, Gibco and its Affiliates involved in such dispute (and not the “Oxxxxx Privileged Communications”)Company or any member of the Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, the attorney/client privilege Company or any other member of the Group and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to any Existing Counsel that occurred on or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationSecond Step Closing. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.[Signature Pages Follow]

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit NextGen Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Xos Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit NextGen Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit NextGen Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit NextGen Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Xos Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit NextGen Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“OxxxxxCooley”) that represented the Company prior to the Closing may represent any member of the Company Xos Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Xos Group, on the one hand, and OxxxxxCooley, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Xos Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit GroupFlame SPAC Parties”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Sable Group, on the other hand, any legal counsel, including Ropes Xxxxxx & Gray Xxxxxxx LLP (“R&GL&W”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit GroupFlame SPAC Parties, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit GroupFlame SPAC Parties, on the one hand, and R&GL&W, on the other hand (the “R&G L&W Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Group Flame SPAC Parties after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G L&W Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G L&W Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Sable Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the OmniLit GroupFlame SPAC Parties, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxxxx LLP (“OxxxxxXxxxxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Sable Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Sable Group, on the one hand, and OxxxxxXxxxxxxxx, on the other hand (the “Oxxxxx Xxxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Sable Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Xxxxxxxxx Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit KVSB Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Xxxxxx & Gray Xxxxxxx LLP (“R&GLatham”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit KVSB Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit KVSB Group, on the one hand, and R&GXxxxxx, on the other hand (the “R&G Xxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit KVSB Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Xxxxxx Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Xxxxxx Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit KVSB Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit KVSB Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Xxxxxx Privileged CommunicationCommunications. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit KVSB Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Fenwick & West LLP (“OxxxxxFenwick”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxFenwick, on the other hand (the “Oxxxxx Fenwick Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Fenwick Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Fenwick Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Reinvent Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Joby Aero Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Reinvent Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Reinvent Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Reinvent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Skadden Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Skadden Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Joby Aero Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Reinvent Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Joby Aero Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Joby Aero Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Xxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Joby Aero Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Xxxxxx Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxx Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (ai) OmniLit The Purchaser and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders stockholders, shareholders or holders of other equity interests of OmniLit the Purchaser or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit IPXX Group”), on the one hand, and (y) the Surviving Corporation Purchaser following the Closing, the Company and/or any member of the Company USARE Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GW&C”), that represented OmniLit the Purchaser and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit IPXX Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationPurchaser and its Affiliates (following the Closing), and even though such counsel may have represented OmniLit the Purchaser in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Purchaser and/or the Sponsor. OmniLit The Purchaser and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby) between or among OmniLitthe Purchaser, the Sponsor and/or any other member of the OmniLit IPXX Group, on the one hand, and R&GW&C, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the OmniLit IPXX Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationPurchaser and its Affiliates (following the Closing). Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit the Purchaser or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationPurchaser. (bii) OmniLit The Purchaser and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders stockholders, shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company USARE Group”), on the one hand, and (y) the Surviving Corporation Company (following the Closing) and/or any member of the OmniLit IPXX Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx King & Spalding LLP (“OxxxxxK&S”) that represented the Company prior to the Closing may represent any member of the Company USARE Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany (following the Closing), and even though such counsel may have represented OmniLit the Purchaser and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany (following the Closing). The Purchaser and the Company, on behalf of their respective successors and assigns (including, after the Closing), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or any member of the Company USARE Group, on the one hand, and OxxxxxK&S, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationTransactions. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit the Purchaser prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Company (following the Closing). (iii) K&S has represented the USARE Group and the Company, together Target Companies with any respect to the Transactions. All Parties recognize the commonality of their respective Affiliates, Subsidiaries, successors or assigns, agree interest that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after exists and will continue to exist until the Closing, and OmniLit the Parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the IPXX Group and, following the Closing, the Company, agree that they shall not, and shall cause their Affiliates not to, seek to have K&S be disqualified from representing (a) any member of the USARE Group in connection with any dispute that may arise between such parties and the Company agree not to assert that IPXX Group or the Target Companies or (b) the Purchaser or any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersTarget Companies in connection with any dispute that may arise between such parties and the members of the USARE Group.

Conflicts and Privilege. (a) OmniLit and the The Company, on behalf of their respective its successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) involving the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit SPAC or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or Surviving CorporationEntity 2) (collectively, the “OmniLit Sponsor Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Xxxxxx, Xxxxxxxxxx & Gray Xxxxxxxxx LLP (“R&GOrrick”), that represented OmniLit and/or SPAC or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit Sponsor Group, in such dispute even though the interests of such Persons may be directly adverse to the Company or Surviving CorporationEntity 2, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Company, Surviving Corporation and/or Entity 2 or the Sponsor. OmniLit and the The Company, on behalf of their respective its successors and assigns (including, after the Closing, the Surviving CorporationEntity 2), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit Sponsor Group, on the one hand, and R&GOrrick, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Sponsor Group after the Closing, and shall not pass to or be claimed or controlled by the Company or Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationEntity 2. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Each of the Parties, on its own behalf and the Company, on behalf of their respective successors and assigns its Related Persons (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests Equity Securities of OmniLit Acquiror or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Eagle Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Ginkgo Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GWhite & Case”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Eagle Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Eagle Group, on the one hand, and R&GWhite & Case, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Eagle Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests Equity Securities of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Ginkgo Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Eagle Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Ginkgo Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Ginkgo Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Ginkgo Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Each of the Parties, on its own behalf and the Company, on behalf of their respective successors and assigns its Related Persons (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests Equity Securities of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit X. Xxxxx Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company FaZe Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GWhite & Case”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, X. Xxxxx Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, that as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, under this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit X. Xxxxx Group, on the one hand, and R&GWhite & Case, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit X. Xxxxx Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests Equity Securities of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company FaZe Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit X. Xxxxx Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“OxxxxxSkadden”) that represented the Company prior to the Closing may represent any member of the Company FaZe Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, under this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company FaZe Group, on the one hand, and OxxxxxSkadden, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company FaZe Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Each of the Parties, on its own behalf and the Company, on behalf of their respective successors and assigns its Related Persons (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests Equity Securities of OmniLit Acquiror or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit AMCI Group”), on the one hand, and (y) the Surviving Corporation and/or or any member of the Company LanzaTech Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GWhite & Case”), that represented OmniLit and/or Acquiror or the Sponsor prior to the Closing may represent the Sponsor and/or and any other member of the OmniLit Group, AMCI Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or or any other member of the OmniLit AMCI Group, on the one hand, and R&GWhite & Case, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit AMCI Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests Equity Securities of the Company and or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company LanzaTech Group”), on the one hand, and (y) the Surviving Corporation and/or or any member of the OmniLit AMCI Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Cxxxxxxxx & Bxxxxxx LLP (“OxxxxxCxxxxxxxx”) that represented the Company prior to the Closing may represent any member of the Company LanzaTech Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or Acquiror or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company LanzaTech Group, on the one hand, and OxxxxxCxxxxxxxx, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company LanzaTech Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Each of Pubco, Parent and the Company, Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, after the Closing, the Parent Surviving CorporationSubsidiary and the Company Surviving Subsidiary) (all such Parties the “Waiving Parties”), hereby agree that, in that ArentFox Schiff LLP (“AFS”) may represent the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit the Company or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company Surviving Corporation) Subsidiary (collectively, the “OmniLit YD Group”)), on in each case solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the one handtransactions contemplated hereby or thereby, and (y) the Surviving Corporation and/or any member notwithstanding its prior representation of the Company Group, on the and its Subsidiaries or other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationWaiving Parties, and even though such counsel may have represented OmniLit in a matter substantially related to such disputeeach of Pubco, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Parent and the Company, on behalf of their respective successors itself and assigns the Waiving Parties hereby consents thereto and irrevocably waives (includingand will not assert) any conflict of interest, after breach of duty or any other objection arising from or relating to AFS’s prior representation of the ClosingCompany, its Subsidiaries or of Waiving Parties. Each of Pubco, Parent and the Surviving Corporation)Company, for itself and the Waiving Parties, hereby further agree thatirrevocably acknowledges and agrees that all privileged communications, as to all legally privileged communications prior to written or oral, between the Closing (Company and its Subsidiaries or any member of the Waiving Parties and AFS, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between , or among OmniLit, the Sponsor and/or any other member matter relating to any of the OmniLit Groupforegoing, on are privileged communications that do not pass to the one handCompany Surviving Subsidiary notwithstanding the Company Merger, and R&Ginstead survive, on remain with and are controlled by the other hand YD Group (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closingwithout any waiver thereof. Parent, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Pubco and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged CommunicationCommunications, whether located in the records or email server of the OmniLit, Company Surviving Corporation or their respective Subsidiary and its Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit Parent, Pubco and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit SPAC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit SPAC, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SPAC Group”), on the one hand, and (yii) the Surviving Corporation and/or any member pre-Closing stockholders, directors, members, partners, officers or employees of the Company or any of its Subsidiaries or Affiliates (the “Company Group”), on the other hand, any legal counselRG, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Company Group in such dispute even though the interests of such Persons may be directly adverse to SPAC or the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or RG may be handling ongoing unrelated matters for SPAC, the Surviving Corporation and/or or the Sponsor. OmniLit members of the Company Group. (b) SPAC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications made prior to the Closing (in each case, including to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among OmniLitthe Company, the Sponsor and/or its Subsidiaries, its Affiliates or any other member of the OmniLit Company Group, on the one hand, and R&GRG, on the other hand (the “R&G RG Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group pre-Closing stockholders of the Company after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCorporation or any other member of the SPAC Group. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert event that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after between SPAC or the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit SPAC Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Company, its Subsidiaries, its Affiliates or any member of the Company Group, on the other hand, then the Surviving Corporation and/or any SPAC (or such other member of the Company Group SPAC Group, as applicable) may assert the attorney-client privilege to prevent the disclosure of the RG Privileged Communications to such third party party; provided, however, that neither SPAC nor the SPAC Group may waive such privilege with respect to RG Privileged Communications without the prior written consent of R&G Privileged CommunicationRG. (bc) OmniLit and Notwithstanding the Companyforegoing, any privileged communications or information shared by or on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of with SPAC or the Company Group in such dispute even though Sponsor shall remain the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the pre-Closing stockholders of the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, Corporation or any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information other member of the Surviving Corporation. OmniLit SPAC Group), and the CompanyXXXX agrees, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any its own behalf and on behalf of the Oxxxxx Privileged Communications, whether located in the records or email server other members of the OmniLitSPAC Group, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx R&G Privileged Communications, by virtue of the Mergerssame having been shared. (d) SPAC agrees on behalf of itself and the other members of the SPAC Group, (i) to the extent that SPAC or, after the Closing, the Surviving Corporation receives or takes physical possession of any RG Privileged Communications, (A) such physical possession or receipt shall not, in any way, be deemed a waiver by the Company or the Company’s pre-closing stockholders of the privileges or protections described in this Section 8.19, and (B) neither SPAC nor the SPAC Group shall assert any claim that the Company, or the Company’s pre-closing stockholders or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the RG Privileged Communications, including by way of review of any electronic data, communications or other information, by seeking to have the Company or the Company’s pre-closing stockholders waive the attorney-client or other privilege or otherwise and (iii) not to seek to obtain the RG Privileged Communications from RG so long as such RG Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) To the extent that files or other materials maintained by RG constitute property of its clients, such property rights (and the attorney/client privilege, attorney work-product protection, and the expectation of client confidence with respect thereto) shall survive the Merger and belong to the pre-Closing stockholders of the Company after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation or any other member of the SPAC Group, and RG shall have no duty to reveal or disclose to any Person any such files or other materials or any RG Privileged Communications, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) SPAC on behalf of itself and the SPAC Group, hereby acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement. This Section 8.19 shall be irrevocable, and no term of this Section 8.19 may be amended, waived or modified, without the prior written consent of RG.

Conflicts and Privilege. (a) OmniLit GG, ListCo, Polestar Singapore, Polestar Sweden, and the CompanyParent, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationSPAC), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (xi) the Sponsor, the former shareholders or holders of other equity interests of GG or stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationListCo, Polestar Singapore and Polestar Sweden,) (collectively, the “OmniLit GG Group”), on the one hand, and (yii) the Surviving Corporation ListCo, Polestar Singapore, Polestar Sweden and/or any member of the Company Parent Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”)Weil, that represented OmniLit GG and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, GG Group in such dispute even though the interests of such Persons may be directly adverse to ListCo or the Surviving CorporationSPAC, and even though such counsel may have represented OmniLit ListCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for ListCo, Polestar Singapore, Polestar Sweden or the Surviving Corporation SPAC and/or the Sponsor. OmniLit GG, ListCo, Polestar Singapore and the CompanyPolestar Sweden, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationSPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding based upon, arising out of of, or relating to, this Agreement, any Ancillary Agreements other Transaction Document or the transactions contemplated hereby or therebyTransactions) between or among OmniLit, the Sponsor and/or any other member of the OmniLit GG Group, on the one hand, and R&GWeil, on the other hand (the “R&G Weil Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the OmniLit GG Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationListCo, Polestar Singapore and/or Polestar Sweden. Notwithstanding the foregoing, any privileged communications or information shared by the Company ListCo, Polestar Singapore or Polestar Sweden prior to the Closing with OmniLit GG or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationPolestar Singapore, Polestar Sweden and/or ListCo. OmniLit ListCo, Polestar Singapore and the CompanyPolestar Sweden, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Weil Privileged CommunicationCommunications, whether located in the records or email server of ListCo, Polestar Singapore, Polestar Sweden, the OmniLit, Surviving Corporation SPAC or their respective Subsidiaries, in any Action Proceeding against or involving any of the parties Parties after the Closing, and OmniLit ListCo, Polestar Singapore and the Company Polestar Sweden agree not to assert that any privilege has been waived as to the R&G Weil Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationTransactions. (b) OmniLit GG, ListCo, Polestar Singapore, Polestar Sweden and the CompanyParent, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationSPAC), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (xi) Parent, the stockholders former shareholders or holders of other equity interests of the Company and Parent and/or any of their the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationListCo, Polestar Singapore and Polestar Sweden,) (collectively, the “Company Parent Group”), on the one hand, and (yii) the Surviving Corporation ListCo, Polestar Singapore, Polestar Sweden and/or any member of the OmniLit GG Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxxx & Xxxxx LLP (“OxxxxxXxxxxxxx”) that represented the Company ListCo, Parent, Polestar Singapore or Polestar Sweden prior to the Closing may represent any member of the Company Parent Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationListCo, Polestar Singapore or Polestar Sweden, and even though such counsel may have represented OmniLit ListCo, Polestar Singapore and/or the Company Polestar Sweden in a matter substantially related to such dispute, or may be handling ongoing matters for ListCo, Polestar Singapore and/or Polestar Sweden. GG, ListCo, Polestar Singapore and Polestar Sweden, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationSPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding based upon, arising out of of, or relating to, this Agreement, any Ancillary Agreements other Transaction Document or the transactions contemplated hereby or therebyTransactions) between or among the Company Parent, Polestar Singapore, Polestar Sweden and/or ListCo and/or any other member of the Company Parent Group, on the one hand, and OxxxxxXxxxxxxx, on the other hand (the “Oxxxxx Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the Company Parent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationListCo, Polestar Singapore and/or Polestar Sweden. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit GG prior to the Closing with the Company Polestar Singapore, Polestar Sweden and/or ListCo under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationPolestar Singapore, Polestar Sweden and/or ListCo. OmniLit ListCo, Polestar Singapore and the CompanyPolestar Sweden, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of ListCo, Polestar Singapore, Polestar Sweden, the OmniLit, Surviving Corporation SPAC or their respective Subsidiaries, in any Action Proceeding against or involving any of the parties Parties after the Closing, and OmniLit ListCo, Polestar Singapore and the Company Polestar Sweden agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxxxx Privileged Communications, by virtue of the MergersTransactions.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit KINS Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit KINS Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit KINS Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit KINS Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Skadden Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Skadden Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit KINS Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP (“OxxxxxMSK”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxMSK, on the other hand (the “Oxxxxx MSK Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx MSK Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx MSK Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit Each of the parties hereto, on its own behalf and the Company, on behalf of their respective successors and assigns its Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests securities of OmniLit Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Parent Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Winston & Gray LLP (“R&G”)Xxxxxx LLP, that represented OmniLit Parent and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Parent Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Parent in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Additional Agreements or the transactions contemplated hereby or thereby) between or among OmniLitParent, the Sponsor and/or any other member of the OmniLit Parent Group, on the one hand, and R&GWinston & Xxxxxx LLP, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Parent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Parent or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Each of the Parties, on its own behalf and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)its Affiliates from time to time, hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests Equity Interests of OmniLit SEAC or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SEAC Group”), on the one hand, and (y) the Surviving Corporation and/or LG Parent, PubCo or any member of the Company GroupStudio Entities, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GWhite & Case”), that represented OmniLit SEAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, SEAC Group in such dispute even though the interests of such Persons may be directly adverse to LG Parent, PubCo or the Surviving CorporationStudio Entities, and even though such counsel may have represented OmniLit the SEAC Group and/or PubCo in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the Surviving Corporation Studio Entities and/or the Sponsor. OmniLit SEAC and the CompanyLG Parent, on behalf of their respective successors and assigns (including, after the Closing, PubCo), and in the Surviving Corporation)case of LG Parent, the Studio Entities, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitSEAC, the Sponsor and/or any other member of the OmniLit SEAC Group, on the one hand, and R&GWhite & Case, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the OmniLit SEAC Group after the Closing, and shall not pass to or be claimed or controlled by PubCo, LG Parent or the Surviving CorporationStudio Entities. Notwithstanding the foregoing, any privileged communications or information shared by the Company LG Parent prior to the Closing with OmniLit SEAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationLG Parent. (b) OmniLit SEAC and the CompanyLG Parent, on behalf of their respective successors and assigns (including, after the Closing, PubCo), and in the Surviving Corporation)case of LG Parent, the Studio Entities, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests Equity Interests of the Company and Studio Entities and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company LG Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SEAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Wachtell, Lipton, Xxxxx & Xxxx (“Xxxxxxxx”) and Dentons Canada LLP (“OxxxxxDentons”) that represented the Company LG Parent prior to the Closing may represent any member of the Company LG Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationSEAC Group, and even though such counsel may have represented OmniLit SEAC and/or the Company Studio Entities in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationStudio Entities, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company LG Group, on the one hand, and OxxxxxWachtell or Dentons, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the Company Group LG Parent after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationPubCo. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SEAC prior to the Closing with the Company LG Parent under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersSEAC.

Conflicts and Privilege. (a) OmniLit and Acquiror, the Company, PubCo, Merger Sub I and Merger Sub II, on behalf of their respective successors and assigns (including, after the First Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Second Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit Acquiror Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company GIBO Group, on the other hand, any legal counsel, including Ropes Xxxxxxxx & Gray Xxxx LLP (“R&GRC”), that represented OmniLit Acquiror and/or the Sponsor Sponsor, prior to the Second Closing may represent the Sponsor and/or any other member of the OmniLit Acquiror Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit and Acquiror, the Company, Merger Sub I and Merger Sub II, on behalf of their respective successors and assigns (including, after the Second Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Second Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Document or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Acquiror Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Acquiror Group after the Second Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company Company, Merger Sub I or Merger Sub II prior to the Second Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and Acquiror, the Company, Merger Sub I and Merger Sub II, on behalf of their respective successors and assigns (including, after the First Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Second Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and Company, Merger Sub I, Merger Sub II and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company GIBO Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the OmniLit Acquiror Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP DLA Piper (“OxxxxxDLA”) that represented the Company prior to the Second Closing may represent any member of the Company GIBO Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror, the Company, Merger Sub I and/or the Company Merger Sub II in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany. Acquiror, the Company, Merger Sub I and Merger Sub II, on behalf of their respective successors and assigns (including, after the First Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Second Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company Company, Merger Sub I, Merger Sub II and/or any member of the Company GIBO Group, on the one hand, and OxxxxxDLA, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company GIBO Group after the Second Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Second Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit BCSA and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Document or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit the Company and/or any of their respective directors, members, partners, officers, employees or Affiliates, other than the Surviving Company (collectively, the “Company Group”), on the one hand, and (y) the Surviving Company, the BCSA Sponsor, the shareholders or holders of other equity interests of BCSA or the BCSA Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (Affiliates, other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company GroupCompany, on the other hand, any legal counsel, including Ropes & Gray Xxxxxxxxxx Xxxxxxx LLP (“R&GLowenstein”), ) that represented OmniLit and/or the Sponsor Company prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Company Group in such dispute (any such representation, the “Company Post-Closing Representation”), even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit BCSA and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or Company. Each of BCSA and the SponsorCompany, on behalf of their respective successors and assigns, hereby consents to the Company Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. OmniLit BCSA and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxXxxxxxxxxx, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit BCSA or BCSA Sponsor prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Company. (b) BCSA and the Company, together on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the BCSA Sponsor, the shareholders or holders of other equity interests of BCSA or BCSA Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates, Subsidiariesother than the Surviving Company (collectively, the “BCSA Group”), on the one hand, and (y) the Surviving Company, the shareholders or holders of other equity interests of the Company and/or any of their respective directors, members, partners, officers, employees or Affiliates, other than the Surviving Company, on the other hand, any legal counsel, including Xxxxxx & Xxxxxx LLP (“Xxxxxx”) that represented BCSA or the BCSA Sponsor prior to the Closing may represent any member of the BCSA Group in such dispute (any such representation, the “BCSA Post-Closing Representation”), even though the interests of such Persons may be directly adverse to the Surviving Company, and even though such counsel may have represented BCSA and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for BCSA, the BCSA Sponsor or the Surviving Company. Each of BCSA and the Company, on behalf of their respective successors or and assigns, hereby consents to the BCSA Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. BCSA and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that no Person may use that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or rely on any dispute or action arising out of or relating to, this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby) between or among the BCSA and/or any member of the Oxxxxx Privileged CommunicationsBCSA Group, whether located in on the records or email server one hand, and Xxxxxx, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of Merger and belong to the parties BCSA Group after the Closing, and OmniLit and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company agree not to assert that any privilege has been waived as prior to the Oxxxxx Privileged Communications, by virtue Closing with BCSA or BCSA Sponsor under a common interest agreement shall remain the privileged communications or information of the MergersSurviving Company.

Conflicts and Privilege. (a) OmniLit Zanite, Embraer, EAH and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Zanite or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany and the Brazilian Subsidiary) (collectively, the “OmniLit Zanite Group”), on the one hand, and (y) Zanite, the Surviving Corporation Company and/or any member of the Company Embraer Group, on the other hand, any legal counsel, including Ropes including, White & Gray LLP Case (“R&GWhite & Case”), ) that represented OmniLit Zanite and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Zanite Group, in such dispute even though the interests of such Persons may be directly adverse to Zanite and/or the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Zanite in a matter substantially related to such dispute, or may be handling ongoing matters for Zanite, the Surviving Corporation Company and/or the Sponsor. OmniLit Zanite, Embraer, EAH and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among OmniLitZanite, the Sponsor and/or any other member of the OmniLit Zanite Group, on the one hand, and R&GWhite & Case, on the other hand (the “R&G White & Case Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the OmniLit Zanite Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications Zanite or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information any member of the Surviving CorporationEmbraer Group. OmniLit Zanite and the CompanyEmbraer, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G White & Case Privileged CommunicationCommunications, whether located in the records or email server of Zanite, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit Zanite, Embraer and the Company EAH agree not to assert that any privilege has been waived as to the R&G White & Case Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationTransactions. (b) OmniLit Zanite, Embraer, EAH and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) Embraer, EAH, the stockholders or holders of other equity interests of Embraer or EAH or the stockholders or holders of other equity interests of the Company prior to the Equity Exchange and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany, the Brazilian Subsidiary, Zanite and, for the avoidance of doubt, the Zanite Group) (collectively, the “Company Embraer Group”), on the one hand, and (y) Zanite, the Surviving Corporation Company and/or any member of the OmniLit Zanite Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“OxxxxxSkadden”) that represented Embraer, EAH and/or the Company prior to the Closing may represent any member of the Company Embraer Group in such dispute even though the interests of such Persons may be directly adverse to Zanite and/or the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Zanite and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Zanite and/or the Surviving CorporationCompany. Zanite, Embraer, EAH and the Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or any member of the Company Embraer Group, on the one hand, and OxxxxxSkadden, on the other hand (the “Oxxxxx Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the Company Embraer Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications Zanite or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information any member of the Surviving CorporationZanite Group. OmniLit Zanite and the CompanyEmbraer, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Skadden Privileged Communications, whether located in the records or email server of Zanite, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit Zanite, Embraer and the Company EAH agree not to assert that any privilege has been waived as to the Oxxxxx Skadden Privileged Communications, by virtue of the MergersTransactions.

Conflicts and Privilege. (a) OmniLit Apex and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCorporation and the Surviving Entity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit Apex or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than the Surviving CorporationCorporation and the Surviving Entity) (collectively, the “OmniLit Apex Group”), on the one hand, and (yii) the Surviving Corporation and/or Corporation, the Surviving Entity or any member of the Company AvePoint Group, on the other hand, any legal counsel, including Ropes Xxxxxx & Gray Xxxxxxx LLP (“R&GLatham”), that represented OmniLit and/or Apex or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit Apex Group, in such dispute even though the interests of such Persons persons may be directly adverse to Apex, the Surviving CorporationCorporation or the Surviving Entity, and even though such counsel may have represented OmniLit Apex in a matter substantially related to such dispute, or may be handling ongoing matters for Apex, the Surviving Corporation and/or Corporation, the Surviving Entity or the Sponsor. OmniLit Apex and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCorporation and the Surviving Entity), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitApex, the Sponsor and/or or any other member of the OmniLit Apex Group, on the one hand, and R&GXxxxxx, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Apex Group after the Closing, and shall not pass to or be claimed or controlled by Apex following the Closing, the Surviving CorporationCorporation or the Surviving Entity. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Apex or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Corporation and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the ClosingEntity, and OmniLit and not the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Apex Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Apex and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCorporation and the Surviving Entity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than the Surviving CorporationCorporation and the Surviving Entity) (collectively, the “Company AvePoint Group”), on the one hand, and (y) the Surviving Corporation and/or Corporation, the Surviving Entity or any member of the OmniLit Apex Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“OxxxxxCooley”) that represented the Company prior to the Closing may represent any member of the Company AvePoint Group in such dispute even though the interests of such Persons persons may be directly adverse to the Surviving CorporationCorporation or the Surviving Entity, and even though such counsel may have represented OmniLit and/or Apex or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCorporation or the Surviving Entity, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company AvePoint Group, on the one hand, and OxxxxxCooley, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company AvePoint Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCorporation or the Surviving Entity. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Apex prior to the Closing with the Company under a common interest agreement shall be and remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the ClosingApex Group, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersApex.

Conflicts and Privilege. (a) OmniLit Acquiror, the Purchasers, the Equityholder Representative and the CompanyMembers, on behalf of their respective successors and assigns and Affiliates (including, after the Closing, the Surviving CorporationObagi and its Subsidiaries), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, Sponsor or the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror, the Surviving CorporationPurchasers and, after the Closing, the Company and Obagi) (collectively, the “OmniLit Sponsor Group”), on the one hand, and Acquiror, the Purchasers and, after the Closing, the Company and Obagi, and/or any of their respective directors, members, partners, officers, employees or Affiliates (yother than the Sponsor) (collectively, the Surviving Corporation and/or “Acquiror Group”) or any member of the Company Member Group, on the other hand, any legal counselcounsel (including Skadden, including Ropes Arps, Slate, Xxxxxxx & Gray LLP (“R&G”), Xxxx LLP) that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Acquiror Group in such dispute even though the interests of such Persons may be directly adverse to any member of the Surviving CorporationAcquiror Group, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Surviving Corporation Sponsor and/or any other member of the SponsorAcquiror Group. OmniLit Acquiror, the Purchasers and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), Members further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitany legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor and/or any other member of the OmniLit Group, on Acquiror Group prior to the Closing and any one hand, and R&G, on or more such Persons that relate in any way to the other hand (the “R&G Privileged Communications”)transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the OmniLit Acquiror Group after and shall be controlled by the ClosingAcquiror Group, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Surviving CorporationClosing) and the Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company Members prior to the Closing with OmniLit or Acquiror, the Sponsor and/or any other member of the Acquiror Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMembers. (b) OmniLit Acquiror, the Purchasers and the CompanyMembers, on behalf of their respective successors and assigns and Affiliates (including, after the Closing, the Surviving Corporation), Obagi) hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders any Member or holders of other direct or indirect equity interests of the Company and any Member and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Member Group”), on the one hand, and (y) any member of the Surviving Corporation Sponsor Group and/or any member of the OmniLit Acquiror Group, on the other hand, any legal counsel, counsel (including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”Xxxxxxx Procter LLP) that represented the Company Members prior to the Closing may represent any member of the Company Member Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany or Acquiror, the Purchasers, Obagi and/or any other member of the Acquiror Group, and even though such counsel may have represented OmniLit Acquiror, the Purchasers, the Company, Obagi and/or any other member of the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Company or any other member of the Acquiror Group. Acquiror and the Members further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (made including Xxxxxxx Procter LLP) that represented the Members prior to the Closing and any one or more such Persons that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or way to the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”)hereby, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the Company Member Group after and shall be controlled by the ClosingMember Group, and shall not pass to or be claimed or controlled by any member of the Surviving CorporationAcquiror Group (after giving effect to the Closing), including the Company. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with any member of the Company Member Group under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergerssuch member.

Conflicts and Privilege. (a) OmniLit and the CompanyIt is acknowledged by each party hereto, on behalf of their respective successors itself and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective its directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that the Company and, through the Company, the Company Equityholder have retained Xxxxx Day to act as their legal counsel in connection with the transactions contemplated by this Agreement. Each of Acquiror and Merger Sub hereby agrees that, in the event of any dispute, litigation, claim, proceeding or arbitration (a “Dispute”) arising after the Closing relating to the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby (the “Representation”), Xxxxx Day may represent the Company Equityholder and its Affiliates (other than the Surviving Corporationincluding their respective direct and indirect owners or shareholders) (collectively, the “OmniLit GroupRepresented Entities”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute Dispute, even though the interests of such Persons the Represented Entities may be directly adverse to Acquiror, the Surviving CorporationCompany or any of their respective Affiliates, and even though such counsel Xxxxx Day may formerly have represented OmniLit Acquiror, the Company or any of their respective Affiliates in a matter substantially related to such disputeDispute, or may be handling ongoing matters for Acquiror, the Surviving Corporation and/or the SponsorCompany or any of their respective Affiliates. OmniLit Acquiror and the CompanyMerger Sub, on behalf of their respective successors themselves and assigns the other Waiving Parties, hereby consent to and waive (including, after the Closingand will not assert) any conflict of interest or any claim or objection arising therefrom or relating thereto. (b) Acquiror and Xxxxxx Sub further agrees that all communications among Xxxxx Day, the Surviving Corporation)Company, further agree that, as the Company Equityholder and the Represented Entities that relate in any way to the Representation (including all legally of the client files and records in the possession of Xxxxx Day related thereto) constitute attorney-client privileged communications prior to between the Closing Represented Entities and Xxxxx Day (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitcollectively, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Deal Communications”), and the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the OmniLit Group after Represented Entities, may be controlled by the Closing, Represented Entities and shall not pass to or be claimed by Acquiror, the Company or controlled by the Surviving CorporationCompany. Notwithstanding All Privilege Rights shall survive the foregoingClosing and remain in full force and effect thereafter. Effective as of the Closing, any privileged communications or information shared all Privilege Rights are hereby assigned by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement to, and shall remain the privileged communications or information of the Surviving Corporation. OmniLit be controlled, from and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, exclusively by, the Represented Entities. From and OmniLit after the Closing, Acquiror and the Company agree Surviving Company, on behalf of itself and the Waiving Parties, waives and shall not to assert that any attorney-client privilege has been waived as with respect to the R&G Privileged Communication, by virtue of the MergersDeal Communications. Notwithstanding the foregoing, if a dispute Dispute arises after the Closing between Acquiror or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, Company and a third party other than (and unaffiliated with) the OmniLit Groupparty, on the other hand, then Acquiror or the Surviving Corporation and/or any member of the Company Group may assert confidentiality protection or the attorney-client privilege with respect to the Privileged Deal Communications to prevent the disclosure thereof; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the Company Equityholder. Xxxxx Day shall not have any duty whatsoever to such third party reveal or disclose any of R&G the Privileged Communication. (b) OmniLit Deal Communications or files to any of Acquiror, the Surviving Company or any of the Waiving Parties by reason of any attorney-client relationship between Xxxxx Day and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement Company or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergersotherwise.

Conflicts and Privilege. (a) OmniLit Each of the Parties to this Agreement, on its own behalf and on behalf of its respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (i) the former shareholders or holders of other equity interests of SPAC and any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Company) (collectively, the “SPAC Group”), on the one hand, and (ii) TopCo, the Company and/or any member of the Company Group (as defined below), on the other hand, any legal counsel, including White & Case LLP (“White & Case”), that represented SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving Company, and even though such counsel may have represented TopCo or the Surviving Company in a matter substantially related to such dispute, or may be handling ongoing matters for TopCo, the Company or the Surviving Company and/or the Sponsor. SPAC, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among OmniLit, the Sponsor and/or any other member of the OmniLit SPAC Group, on the one hand, and R&GWhite & Case, on the other hand (the “R&G White & Case Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company prior to the Closing with OmniLit or SPAC and/or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany and/or TopCo. OmniLit TopCo and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G White & Case Privileged CommunicationCommunications, whether located in the records or email server of TopCo, the OmniLitCompany, the Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit TopCo and the Company agree not to assert that any privilege has been waived as to the R&G White & Case Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationTransactions. (b) OmniLit SPAC, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders former shareholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Surviving CorporationCompany) (collectively, the “Company Group”), on the one hand, and (yii) TopCo, the Surviving Corporation Company and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP (“OxxxxxCompany Counsel”) that represented TopCo or the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving CorporationCompany, and even though such counsel may have represented OmniLit TopCo and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for TopCo and/or the Company. SPAC, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or TopCo and/or any other member of the Company Group, on the one hand, and OxxxxxCompany Counsel, on the other hand (the “Oxxxxx Company Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC prior to the Closing with the Company and/or TopCo under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany and/or TopCo. OmniLit TopCo and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Company Counsel Privileged Communications, whether located in the records or email server of TopCo, the OmniLitCompany, the Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit TopCo and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Company Counsel Privileged Communications, by virtue of the Mergers.Transactions. [Signature pages follow]

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Fat Projects Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the Company Avanseus Group, on the other hand, any legal counsel, including Ropes Nxxxxx Xxxxxxx Xxxxx & Gray Sxxxxxxxxxx LLP (“R&GNxxxxx Xxxxxxx”), Hxxxxx, Wxxxxxxx & Rxxxxxx LP (“Harneys”) and Pinsent Masons (“Pinsent Masons”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Fat Projects Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Acquiror and/or the Sponsor. OmniLit Acquiror and the CompanyCompany and, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Document or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Fat Projects Group, on the one hand, and R&GNxxxxx Xxxxxxx, Hxxxxxx and/or Pinsent Masons, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the OmniLit Fat Projects Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “Company Avanseus Group”), on the one hand, and (yii) the Surviving Corporation Acquiror and/or any member of the OmniLit Fat Projects Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Eng and Co. LLC (“Eng and Co.”) and Lucosky Bxxxxxxx LLP (“OxxxxxLB”) ), that represented the Company prior to the Closing may represent any member of the Company Avanseus Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationAcquiror and the Company, on behalf of their respective successors and assigns, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Avanseus Group, on the one hand, and OxxxxxEng and Co. and/or LB, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the Company Avanseus Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit GroupBroadscale SPAC Parties”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Voltus Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit GroupBroadscale SPAC Parties, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit GroupBroadscale SPAC Parties, on the one hand, and R&GSkadden, on the other hand (the “R&G Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group Broadscale SPAC Parties after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Skadden Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Skadden Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Voltus Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit GroupBroadscale SPAC Parties, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Voltus Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Voltus Group, on the one hand, and OxxxxxXxxxxx, on the other hand (the “Oxxxxx Xxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Voltus Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Xxxxxx Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxx Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit JAWS and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Document or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit JAWS or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit JAWS Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Xxxxxxxx & Gray Xxxxx LLP (“R&GK&E”), that represented OmniLit JAWS and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit JAWS Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit JAWS in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit JAWS and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby) between or among OmniLitJAWS, the Sponsor and/or any other member of the OmniLit JAWS Group, on the one hand, and R&GK&E, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit JAWS Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit JAWS or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit JAWS and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Document or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the OmniLit JAWS Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Fenwick & West LLP (“OxxxxxF&W”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit JAWS and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxF&W, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit JAWS prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “OmniLit Empower Group”), on the one hand, and (y) the Surviving Corporation Acquiror and/or any member of the Company GroupGroup (as defined below), on the other hand, any legal counsel, including Ropes Gxxxxx Dxxx & Gray Cxxxxxxx LLP (“R&GGDC”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Empower Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Acquiror and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Empower Group, on the one hand, and R&GGDC, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Empower Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAcquiror. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationAcquiror. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation Acquiror and/or any member of the OmniLit Empower Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Wxxxxxx Xxxx & Gxxxxxxxx LLP (“OxxxxxWillkie”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror. Acquiror and the Surviving CorporationCompany, on behalf of their respective successors and assigns further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxWillkie, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAcquiror. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersAcquiror.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders stockholders, shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit G4G Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Zero Nox Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit G4G Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit G4G Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit G4G Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Skadden Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Skadden Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders stockholders, shareholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Zero Nox Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit G4G Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxx & Loeb LLP (“OxxxxxLoeb”) ), that represented the Company prior to the Closing may represent any member of the Company Zero Nox Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Zero Nox Group, on the one hand, and OxxxxxXxxx, on the other hand (the “Oxxxxx Loeb Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Zero Nox Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Loeb Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Loeb Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit CITIC Capital Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the Company Quanergy Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GW&C”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit CITIC Capital Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit CITIC Capital Group, on the one hand, and R&GW&C, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit CITIC Capital Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Quanergy Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the OmniLit CITIC Capital Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“OxxxxxCooley”) ), that represented the Company prior to the Closing may represent any member of the Company Quanergy Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Quanergy Group, on the one hand, and OxxxxxCooley, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Quanergy Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit SPAC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit SPAC, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SPAC Group”), on the one hand, and (yii) the Surviving Corporation and/or any member pre-Closing stockholders, directors, members, partners, officers or employees of the Company or Affiliates (the “Company Group”), on the other hand, any legal counselCooley, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Company Group in such dispute even though the interests of such Persons may be directly adverse to SPAC or the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or Cooley may be handling ongoing unrelated matters for SPAC, the Surviving Corporation and/or or the Sponsor. OmniLit members of the Company Group. (b) SPAC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications made prior to the Closing (in each case, including to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among OmniLitthe Company, the Sponsor and/or its Affiliates or any other member of the OmniLit Company Group, on the one hand, and R&GCooley, on the other hand (the “R&G Cooley Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group pre-Closing stockholders of the Company after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCorporation or any other member of the SPAC Group. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert event that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after between SPAC or the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit SPAC Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Company, its Affiliates or any member of the Company Group, on the other hand, then the Surviving Corporation and/or any SPAC (or such other member of the Company Group SPAC Group, as applicable) may assert the attorney-client privilege to prevent the disclosure of the Cooley Privileged Communications to such third party party; provided, however, that neither SPAC nor the SPAC Group may waive such privilege with respect to Cooley Privileged Communications without the prior written consent of R&G Privileged CommunicationCooley. (bc) OmniLit and Notwithstanding the Companyforegoing, any privileged communications or information shared by or on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of with SPAC or the Company Group in such dispute even though Sponsor shall remain the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the pre-Closing stockholders of the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, Corporation or any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information other member of the Surviving Corporation. OmniLit SPAC Group), and the CompanySPAC agrees, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any its own behalf and on behalf of the Oxxxxx Privileged Communications, whether located in the records or email server other members of the OmniLitSPAC Group, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Cooley Privileged Communications, by virtue of the Mergerssame having been shared. (d) SPAC agrees on behalf of itself and the other members of the SPAC Group, (i) to the extent that SPAC or, after the Closing, the Surviving Corporation receives or takes physical possession of any Cooley Privileged Communications, (A) such physical possession or receipt shall not, in any way, be deemed a waiver by the Company or the Company’s pre-closing stockholders of the privileges or protections described in this Section 8.19, and (B) neither SPAC nor the SPAC Group shall assert any claim that the Company, or the Company’s pre-closing stockholders or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Cooley Privileged Communications, including by way of review of any electronic data, communications or other information, by seeking to have the Company or the Company’s pre-closing stockholders waive the attorney-client or other privilege or otherwise and (iii) not to seek to obtain the Cooley Privileged Communications from Cooley as long as such Cooley Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) To the extent that files or other materials maintained by Cooley constitute property of its clients, such property rights (and the attorney/client privilege, attorney work-product protection, and the expectation of client confidence with respect thereto) shall survive the Merger and belong to the pre-Closing stockholders of the Company after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation or any other member of the SPAC Group, and Cooley shall have no duty to reveal or disclose to any Person any such files or other materials or any Cooley Privileged Communications, as long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) SPAC on behalf of itself and the SPAC Group, hereby acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement. This Section 8.19 shall be irrevocable, and no term of this Section 8.19 may be amended, waived or modified, without the prior written consent of Cooley (not to be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. (a) OmniLit The Company, SPAC and the CompanyMerger Subs, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit SPAC or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Surviving CorporationCompany) (collectively, the “OmniLit SK Group”), on the one hand, and (y) the Company, the Surviving Corporation and/or Company or any member of the Company GroupWebull Group (as defined below), on the other hand, any legal counsel, including Ropes Xxxxxx Xxxxxxx Xxxxxxxx & Gray Xxxxxx (“WSGR”) and Xxxxxx and Xxxxxx (Cayman) LLP (“R&GXxxxxx”), that represented OmniLit and/or SPAC or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit SK Group, in such dispute even though the interests of such Persons may be directly adverse to the Company, or the Surviving CorporationCompany, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Company, the Surviving Corporation and/or Company, or the Sponsor. OmniLit The Company, SPAC and the CompanyMerger Subs, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit SK Group, on the one hand, and R&GWSGR or Xxxxxx, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the OmniLit SK Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Company and the Surviving Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit The Company, SPAC and the CompanyMerger Subs, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Surviving CorporationCompany) (collectively, the “Company Webull Group”), on the one hand, and (y) the Surviving Corporation and/or Company or any member of the OmniLit SK Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxxx & Xxxxx International LLP (“OxxxxxXxxxxxxx”), Xxxxx (“Xxxxx”) and Xxx Xxx Law Offices (“Xxx Xxx”) that represented the Company prior to the Closing may represent any member of the Company Webull Group in such dispute even though the interests of such Persons may be directly adverse to the Company and the Surviving CorporationCompany, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company and the Surviving CorporationCompany. The Company, SPAC and the Merger Subs, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company Webull Group, on the one hand, and OxxxxxXxxxxxxx, Xxxxx or Xxx Xxx, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the Company Webull Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC or Sponsor prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Company or the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit SPAC, Holdings, and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany and the Surviving Subsidiary Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Agreement or the transactions contemplated hereby Transactions arises from or after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests Equity Securities of OmniLit SPAC, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationSubsidiary Company) (collectively, the “OmniLit SPAC Group”), on the one hand, and (y) the Surviving Corporation Subsidiary Company and/or any member of the Company Groupor any of its Subsidiaries or Affiliates, on the other hand, any legal counsel, including Ropes & Gray Xxxxxxx Procter LLP (“R&GXxxxxxx”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, SPAC Group in such dispute even though the interests of such Persons persons may be directly adverse to the Surviving CorporationSubsidiary Company, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for the Surviving Corporation Subsidiary Company and/or the Sponsor. OmniLit SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationSubsidiary Company), further agree that, as to all legally privileged communications made prior to the Closing (in each case to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or any other member of the OmniLit SPAC Group, on the one hand, and R&GXxxxxxx, on the other hand (the “R&G Xxxxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Acquisition Merger and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationSubsidiary Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationSubsidiary Company. OmniLit SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person person may use or rely on any of the R&G Xxxxxxx Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitSPAC, Surviving Corporation Subsidiary Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit SPAC and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxxx Privileged Communications, by virtue of the MergersAcquisition Merger. [Signature Page Follows.]

Conflicts and Privilege. (a) OmniLit Each of the parties hereto, on its own behalf and the Company, on behalf of their respective successors and assigns its Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the SponsorSponsors, the stockholders or holders of other equity interests securities of OmniLit Parent or the Sponsor Sponsors and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Parent Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”)L&L, that represented OmniLit Parent and/or the Sponsor Sponsors prior to the Closing may represent the Sponsor Sponsors and/or any other member of the OmniLit Group, Parent Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Parent in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the SponsorSponsors. OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Additional Agreements or the transactions contemplated hereby or thereby) between or among OmniLitParent, the Sponsor Sponsors and/or any other member of the OmniLit Parent Group, on the one hand, and R&GL&L, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Parent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Parent or the Sponsor Sponsors under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests securities of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Parent Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Pxxx Xxxxxxxx LLP (“OxxxxxPH”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Parent and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Additional Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxPH, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Parent prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit The SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAmalco), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Documents or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sponsor, the stockholders Amalco, shareholders or holders of other equity interests of OmniLit the SPAC or the Sponsor Sponsor, and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAmalco) (collectively, the “OmniLit SPAC Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the New Company GroupGroup (as defined below), on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”)K&E, that represented OmniLit the SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAmalco, and even though such counsel may have represented OmniLit the SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Amalco and/or the Sponsor. OmniLit The SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among OmniLitthe SPAC, the Sponsor and/or any other member of the OmniLit SPAC Group, on the one hand, and R&GK&E, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Amalgamation and belong to the OmniLit Group Sponsor after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAmalco. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit the SPAC or the Sponsor under a common interest confidentiality agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Company and shall not be used by the CompanySPAC Group against the New Company Group, together as subsequently defined, in connection with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communicationparties. (b) OmniLit The SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAmalco), hereby agree that, in the event a dispute with respect to this Agreement Agreement, any Ancillary Documents or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and Company, Amalco and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “New Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) MoFo that represented the Company prior to the Closing may represent any member of the New Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationSPAC Group, and even though such counsel may have represented OmniLit the SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationAmalco, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the New Company Group, on the one hand, and OxxxxxMoFo, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Amalgamation and belong to the New Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAmalco. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit the SPAC prior to the Closing with the Company under a common interest confidentiality agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit SPAC, and controlled by Sponsor, and shall not be used by the Company, together New Company Group against the SPAC Group in connection with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of dispute among the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergersparties.

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationFlexjet), hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the Sponsor, the stockholders pre-SPAC Merger shareholders or holders of other equity interests of OmniLit SPAC, the shareholders or the holders of other equity interests in Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SPAC Group”), on the one hand, and (y) the Surviving Corporation and/or Target Companies, Flexjet or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray including, Sxxxxx Xxxxxx LLP (“R&GSidley”), that represented OmniLit and/or SPAC or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationFlexjet, any other Target Company or any of their respective Subsidiaries, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for Flexjet, any other Target Company, any of their respective Subsidiaries or the Surviving Corporation and/or the SponsorSponsor or any of its Affiliates. OmniLit and the CompanyThe Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationFlexjet), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit SPAC Group, on the one hand, and R&G, Sidley on the other hand (the “R&G Sidley Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingFlexjet, any privileged communications other Target Company or information shared by the Company prior to the Closing with OmniLit any of their Subsidiaries or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationAffiliates. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the SPAC Group may use or rely on any of the R&G Sidley Privileged CommunicationCommunications, whether located in the records or email server of SPAC, the OmniLitTarget Companies, Surviving Corporation Flexjet or their respective Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit and the Company Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the R&G Sidley Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationFlexjet), hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of Flexjet or any of the Company and Target Companies, or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx White & Case LLP (“OxxxxxW&C”) ), that represented Flexjet or the Company Target Companies prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to Flexjet, the Surviving CorporationTarget Companies or any of their respective Subsidiaries, and even though such counsel may have represented OmniLit and/or Flexjet, any of the Company Target Companies or any of their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Flexjet, any of the Surviving CorporationTarget Companies or any of their respective Subsidiaries. The Parties, on behalf of their respective successors and assigns (including, after the Closing, Flexjet), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among Flexjet, the Company and/or Target Companies or any member of the Company Group, on the one hand, and OxxxxxW&C, on the other hand (the “Oxxxxx W&C Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingFlexjet, any privileged communications Target Company or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications any of their respective Subsidiaries or information of the Surviving CorporationAffiliates. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the Company Group may use or rely on any of the Oxxxxx W&C Privileged Communications, whether located in the records or email server of SPAC, the OmniLitTarget Companies, Surviving Corporation Flexjet or their respective Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit and the Company Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the Oxxxxx W&C Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “OmniLit Founder Group”), on the one hand, and (y) the Surviving Corporation Acquiror and/or any member of the Company GroupGroup (as defined below), on the other hand, any legal counsel, including Ropes Winston & Gray Sxxxxx LLP (“R&GWinston”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Founder Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Acquiror and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Founder Group, on the one hand, and R&GWinston, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit Founder Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAcquiror. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationAcquiror. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation Acquiror and/or any member of the OmniLit Founder Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Gxxxxx, Dxxx & Cxxxxxxx LLP (“OxxxxxGDC”) and Chamberlain, Hrdlicka, White, Wxxxxxxx & Axxxxxx (“CHWWA”), that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror. Acquiror and the Surviving CorporationCompany, on behalf of their respective successors and assigns further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxGDC or CHWWA, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationAcquiror. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersAcquiror.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute between any of the parties with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or of the Sponsor and/or Sponsor, any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) ), and/or any of the directors, board observers or members of management of Acquiror prior to the Closing (collectively, the “OmniLit Reinvent Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Aurora Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Reinvent Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Reinvent Group, on the one hand, and R&Gany of their legal advisors, including Skadden, on the other hand (the “R&G Reinvent Privileged Communications”), the attorney/client privilege and the expectation of client Table of Contents confidence shall survive the Merger and belong to the OmniLit Reinvent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Subject to the items set forth on Section 11.18 of the Company Disclosure Schedules, Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person other than a member of the Reinvent Group may use or rely on any of the R&G Reinvent Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties in opposition to each other after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Reinvent Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute between any of the parties with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Aurora Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Reinvent Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP Xxxxxxx Xxxxxxxx & Xxxxxx (“OxxxxxWSGR”) that represented the Company prior to the Closing may represent any member of the Company Aurora Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Aurora Group, on the one hand, and Oxxxxxany of their legal advsiors, including WSGR, on the other hand (the “Oxxxxx Aurora Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Aurora Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person other than a member of the Aurora Group may use or rely on any of the Oxxxxx Aurora Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties in opposition to each other after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Aurora Privileged Communications, by virtue of the Mergers.Merger. Table of Contents

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Colonnade Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Ouster Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GW&C”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Colonnade Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Colonnade Group, on the one hand, and R&GW&C, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Colonnade Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Ouster Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Colonnade Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Ouster Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Ouster Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Ouster Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit HoldCo, SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders Surviving Company, shareholders or holders of other equity interests of OmniLit SPAC or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit SPAC Group”), on the one hand, and (y) HoldCo, Merger Sub, the Surviving Corporation Company and/or any member of the Company Rockley Group, on the other hand, any legal counsel, including Ropes & Gray Xxxx LLP (“R&GRopes”), that represented OmniLit SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany or HoldCo, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit HoldCo, SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or any other member of the OmniLit SPAC Group, on the one hand, and R&GRopes, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit SPAC, HoldCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company, HoldCo, the Surviving Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Rockley Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“OxxxxxPillsbury”) that represented the Company prior to the Closing may represent any member of the Company Rockley Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationSPAC Group, and even though such counsel may have represented OmniLit SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Rockley Group, on the one hand, and OxxxxxPillsbury, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Rockley Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (x) the Sponsor, the shareholders or holders of other Equity Securities of SPAC or the Sponsor or any of their respective directors, managers, members, partners, officers, employees, independent contractors or Affiliates (collectively, the “SPAC Group”), on the one hand, and (y) PubCo, the SPAC Merger Surviving Corporation, or the Company Merger Surviving Corporation or any member of the Group Companies, on the other hand, any legal counsel, including Sidley Austin LLP (“Sidley”), Gill, Godlonton & Gerrans (“GGG”), or Ogier (Cayman) LLP (“Ogier”), that represented SPAC. the Sponsor and/or any other member of the SPAC Group prior to the Closing, may represent the Sponsor or any other member of the SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo, the SPAC Merger Surviving Corporation, the Company Merger Surviving Corporation, or any member of the Group Companies, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo, the SPAC Merger Surviving Corporation, the Company Merger Surviving Corporation, any Group Company, the Sponsor or any other member of the SPAC Group. No party hereto shall seek to or have Sidley disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of SPAC or any of the other member of the SPAC Group by Sidley. The parties hereto hereby waive any potential conflict of interest arising from such prior representation and each party hereto shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each party hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such party has consulted with counsel in connection therewith. The Company, SPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the SPAC Merger Surviving Corporation and/or any member of and the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Merger Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit SPAC Group, on the one hand, and R&GSidley, GGG or Ogier, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by PubCo, the SPAC Merger Surviving Corporation, or the Company Merger Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and the Company Merger Surviving Corporation. OmniLit . (b) The Company, SPAC and the CompanyAcquisition Entities, together with any on behalf of their respective Affiliates, Subsidiaries, successors or and assigns, hereby agree that no Person may use or rely on any of the R&G Privileged Communicationthat, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (x) the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit SPAC Group), on the one hand, and a third party other than (and unaffiliated withy) PubCo, the OmniLit GroupCompany, the SPAC Merger Surviving Corporation, the Company Merger Surviving Corporation or any member of the Group Companies, on the other hand, then any legal counsel, including Greenberg Traurig, LLP (“GT”) or Appleby (Cayman) Ltd. (“Appleby”) that represented the Surviving Corporation and/or Company prior to the Closing may represent the Company or any other member of the Group Companies, in such dispute. No party hereto shall seek to or have GT disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Company or any of the other Group may assert the attorney-client privilege Companies by GT. The parties hereto hereby waive any potential conflict of interest arising from such prior representation and each party hereto shall cause its respective Affiliates to prevent disclosure consent to waive any potential conflict of interest arising from such third representation. Each party of R&G Privileged Communication. (b) OmniLit hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such party has consulted with counsel in connection therewith. The Company, SPAC and the CompanyAcquisition Entities, on behalf of their respective successors and assigns (including, after the Closing, the SPAC Merger Surviving Corporation and the Company Merger Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or any member of the Company GroupGroup Companies, on the one hand, and OxxxxxGT or Appleby, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Group Companies after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Capstar and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Capstar, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit Capstar Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Groupor any of its Subsidiaries or Affiliates, on the other hand, any legal counsel, including Ropes Xxxxxx Xxxxx Xxxxxxxx & Gray Xxxxxxx LLP (“R&GXxxxxx”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Capstar Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Capstar in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for the Surviving Corporation Company and/or the Sponsor. OmniLit Capstar and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications made prior to the Closing (in each case to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among OmniLitCapstar, the Sponsor and/or any other member of the OmniLit Capstar Group, on the one hand, and R&GXxxxxx, on the other hand (the “R&G Xxxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the OmniLit Capstar Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Capstar or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit Capstar and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person other than the Capstar Group may use or rely on any of the R&G Xxxxxx Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitCapstar, Surviving Corporation Company or their respective Subsidiaries, in any Action Proceeding against or involving any of the parties after the Closing, and OmniLit Capstar and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders stockholders, shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Perception Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company GroupSpectaire Group (as defined below), on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Perception Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Perception Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Perception Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders stockholders, shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Spectaire Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Perception Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Spectaire Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Spectaire Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Spectaire Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any [Remainder of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.page intentionally left blank]

Conflicts and Privilege. (a) OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests securities of OmniLit Parent or the Sponsor and/or Sponsor, or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit Parent Group”), on the one hand, and (yii) the Surviving Corporation and/or Company or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray Xxxxxxxx Xxxxx LLP (“R&GXxxxxxxx Xxxxx”), that represented OmniLit and/or Parent or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit Group, Parent Group in such dispute dispute, even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Parent in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or Company or the Sponsor. OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitParent, the Sponsor and/or or any other member of the OmniLit Parent Group, on the one hand, and R&GXxxxxxxx Xxxxx, on the other hand (the “R&G Xxxxxxxx Xxxxx Privileged Communications”), the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Parent Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingCompany; provided, however, that any privileged communications or information shared by the Company prior to the Closing with OmniLit Parent or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Xxxxxxxx Xxxxx Privileged CommunicationCommunications, whether located in the records or email server of Parent, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties Parent Group after the Closing, and OmniLit Parent and the Company agree not to assert that any privilege has been waived as to the R&G Xxxxxxxx Xxxxx Privileged CommunicationCommunications, by virtue of the MergersMerger. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation Company or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Parent Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Parent Group, on the other hand, then the Surviving Corporation and/or Company or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Xxxxxxxx Xxxxx Privileged CommunicationCommunications. (b) OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders or holders of other equity interests securities of the Company and Company, or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Group”), on the one hand, and (yii) the Surviving Corporation and/or Company or any member of the OmniLit Parent Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxXxxxxx”) ), that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit and/or Parent or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company Group, on the one hand, and OxxxxxXxxxxx, on the other hand (the “Oxxxxx Xxxxxx Privileged Communications”), the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingCompany; provided, however, that any privileged communications or information shared by OmniLit Parent prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Xxxxxx Privileged Communications, whether located in the records or email server of Parent, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and OmniLit Parent and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxx Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit New PubCo, SPAC and the CompanyTarget Companies, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (xi) the Sponsor, the stockholders Surviving Company, shareholders or holders of other equity interests of OmniLit SPAC or the Sponsor Sponsor, and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit SPAC Group”), on the one hand, and (yii) New PubCo, Merger Sub, the Surviving Corporation Target Companies and/or any other member of the Target Company GroupGroup (as defined below), on the other hand, any legal counsel, including Ropes Xxxxxx & Gray Xxxxxxx LLP (“R&GLatham”), that represented OmniLit SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany or New PubCo, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit New PubCo, SPAC and the CompanyTarget Companies, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among OmniLitSPAC, the Sponsor and/or any other member of the OmniLit SPAC Group, on the one hand, and R&GLatham, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group Sponsor after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company Target Companies prior to the Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Target Companies and shall not be used by the CompanySPAC Group against the Target Company Group, together as subsequently defined, in connection with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationParties. (b) OmniLit SPAC, New PubCo and the CompanyTarget Companies, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (xi) the stockholders shareholders or holders of other equity interests of the Target Companies, New PubCo, the Surviving Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”)Affiliates, on the one hand, and (yii) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP (“OxxxxxXxxx”) that represented the Company Target Companies prior to the Closing may represent any member of the Target Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationSPAC Group, and even though such counsel may have represented OmniLit SPAC and/or the Company Target Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation​ ​ ​ Company, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyTransactions) between or among the Company Target Companies and/or any member of the Target Company Group, on the one hand, and OxxxxxXxxx, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Target Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC prior to the Closing with the Company Target Companies under a common interest agreement shall remain the privileged communications or information of SPAC, and controlled by Sponsor, and shall not be used by the Surviving Corporation. OmniLit and Target Company Group against the Company, together SPAC Group in connection with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of dispute among the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.Parties. ​ ​

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Aura Fat Projects Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the Company Allrites Group, on the other hand, any legal counsel, including Ropes Nxxxxx Xxxxxxx Xxxxx & Gray Sxxxxxxxxxx LLP (“R&GNxxxxx Xxxxxxx”) and ShookLin & Bok (“Shooklin”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Aura Fat Projects Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Acquiror and/or the Sponsor. OmniLit Acquiror and the CompanyCompany and, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationAcquiror), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Document or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Aura Fat Projects Group, on the one hand, and R&GNxxxxx Xxxxxxx and/or Shooklin, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the OmniLit Aura Fat Projects Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “Company Allrites Group”), on the one hand, and (yii) the Surviving Corporation Acquiror and/or any member of the OmniLit Aura Fat Projects Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP Rxxxx, P.C. (“OxxxxxRimon”) ), that represented the Company prior to the Closing may represent any member of the Company Allrites Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationAcquiror and the Company, on behalf of their respective successors and assigns, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Allrites Group, on the one hand, and OxxxxxAcquiror or the Sponsor, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the Company Allrites Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the SPAC Sponsor, the stockholders pre-Merger shareholders or holders of other equity interests of OmniLit SPAC, the shareholders or the holders of other equity interests in SPAC Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SPAC Group”), on the one hand, and (y) the Surviving Corporation and/or Company or any member of the Company GroupGroup (as defined below), on the other hand, any legal counsel, including Ropes & Gray including, Xxxxxxxxx Xxxxxxx, LLP (“R&GGT”) and Meitar, Law Offices (“Meitar”), that represented OmniLit and/or SPAC or the SPAC Sponsor prior to the Closing may represent the SPAC Sponsor and/or or any other member of the OmniLit SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, the Company Group or any of its respective Subsidiaries, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or Company Group, any of its respective Subsidiaries or the SponsorSPAC Sponsor or any of its Affiliates. OmniLit and the CompanyThe Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary to the Transaction Agreements or the transactions contemplated hereby or therebyTransactions) between or among OmniLitSPAC, the SPAC Sponsor and/or or any other member of the OmniLit SPAC Group, on the one hand, and R&G, GT or Meitar (as applicable) on the other hand (the “R&G SPAC Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany Group or any of their Subsidiaries or Affiliates. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the SPAC Group may use or rely on any of the R&G SPAC Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitSPAC, Surviving Corporation Merger Sub or their respective Subsidiaries, in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and OmniLit and the Company Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the R&G SPAC Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and or any member of the Company Group, or any of their respective directors, members, partners, officers, employees or Affiliates (other than Affiliates, excluding the Surviving Corporation) SPAC (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxxxxx Xxxx LLP (“OxxxxxTH”) and Xxxxxx Xxx & Xxxxxx (“Xxxxxx”), that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationSPAC, SPAC Sponsor or any other member of the SPAC Group, and even though such counsel may have represented OmniLit and/or the Company or any of its respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany or any of its Subsidiaries, the Company Group, or any member of the SPAC Group. The Parties, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary the Transaction Agreements or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or or any member of the Company Group, on the one hand, and OxxxxxTH or Xxxxxx (as applicable), on the other hand (collectively, the “Oxxxxx Company Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationSPAC Group or their respective Subsidiaries or Affiliates. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the Company Group may use or rely on any of the Oxxxxx Company Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation Company or their respective its Subsidiaries, in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and OmniLit and the Company Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the Oxxxxx Company Privileged Communications, by virtue of the MergersMerger.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders members or shareholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, managers, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit Tiga Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Grindr Group, on the other hand, any legal counsel, including Ropes & Gray Milbank LLP (“R&GMilbank”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Tiga Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Tiga Group, on the one hand, and R&GMilbank, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Tiga Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders members or holders of other equity interests of the Company and any of their respective directors, managers, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Grindr Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the OmniLit Tiga Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Cxxxxx LLP (“OxxxxxCxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Grindr Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company) further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Grindr Group, on the one hand, and OxxxxxCooley, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Grindr Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SCH Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Opendoor Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Mxxxxxx & Gray Fxxx LLP (“R&GSkadden”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit SCH Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit SCH Group, on the one hand, and R&GSkadden, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit SCH Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Opendoor Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SCH Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Lxxxxx & Wxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Opendoor Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Opendoor Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Opendoor Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit The SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests Equity Securities of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the SPAC or the Surviving CorporationCompany) (collectively, the “OmniLit Alkuri Group”), on the one hand, and (yii) the Surviving Corporation Company and/or any member of the Company GroupEntity, on the other hand, any legal counsel, including Ropes Winston & Gray Sxxxxx LLP (“R&GW&S”), that represented OmniLit the SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Alkuri Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit the SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the Sponsor. OmniLit The SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) Transactions between or among OmniLitthe SPAC, the Sponsor and/or any other member of the OmniLit Alkuri Group, on the one hand, and R&GW&S, on the other hand (the “R&G W&S Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Alkuri Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit the SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit The SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G W&S Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitSPAC, Surviving Corporation Company or their respective Subsidiaries, in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and OmniLit the SPAC and the Company agree not to assert that any privilege has been waived as to the R&G W&S Privileged CommunicationCommunications, by virtue of the MergersMerger. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation Company or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Alkuri Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Alkuri Group, on the other hand, then the Surviving Corporation Company and/or any member of the Company Group Entity may assert the attorney-client privilege to prevent disclosure to such third party of R&G W&S Privileged Communication.Communications, and, in relation to such dispute, no member of the Alkuri Group shall be permitted to waive its attorney-client privilege with respect to such confidential communications without the Surviving Company’s prior written consent. Page 101 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (b) OmniLit The SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (xi) the stockholders or holders of other equity interests of the Company SPAC and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Group”), on the one hand, and (yii) the Surviving Corporation Company and/or any member of the OmniLit Alkuri Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx LLP (“OxxxxxWSGR”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit the SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) Transactions between or among the Company and/or any member of the Company Group, on the one hand, and OxxxxxWSGR, on the other hand (the “Oxxxxx WSGR Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit the SPAC prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit The SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx WSGR Privileged Communications, whether located in the records or email server of the OmniLitSPAC, Surviving Corporation Company or their respective Subsidiaries, in any Action Legal Proceeding against or involving any of the parties Parties after the Closing, and OmniLit the SPAC and the Company agree not to assert that any privilege has been waived as to the Oxxxxx WSGR Privileged Communications, by virtue of the Mergers.Merger. Page 102 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp.

Conflicts and Privilege. (a) OmniLit and the CompanyThe Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit the FGH or the Company and any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Forbes Group”), on the one hand, and (y) Purchaser, the Sponsor, the shareholders or holders of other equity interests of Purchaser or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Purchaser Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes Cadwalader, Wxxxxxxxxx & Gray Txxx LLP (“R&GCadwalader”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Forbes Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationPurchaser, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Forbes Group, on the one hand, and OxxxxxCadwalader, on the other hand (the “Oxxxxx Cadwalader Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the Company Forbes Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit the Company prior to the Closing with the Company Purchaser under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Cadwalader Privileged Communications, whether located in the records or email server of the OmniLitPurchaser, Surviving Corporation the Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company Parties agree not to assert that any privilege has been waived as to the Oxxxxx Cadwalader Privileged Communications, by virtue of the MergersTransactions. (b) The Parties, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) any member of the Forbes Group, on the one hand, and (y) any member of the Purchaser Group, on the other hand, any legal counsel, including Kxxxxxxx & Exxxx LLP (“K&E”), that represented Purchaser and the Sponsor prior to the Closing may represent any member of the Purchaser Group in such dispute even though the interests of such Persons may be directly adverse to the Company, and even though such counsel may have represented Purchaser in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Purchaser and/or any member of the Purchaser Group, on the one hand, and K&E, on the other hand (the “K&E Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Purchaser Group after the Closing, and shall not pass to or be claimed or controlled by the Company. Notwithstanding the foregoing, any privileged communications or information shared by Purchaser prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of Purchaser. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&E Privileged Communications, whether located in the records or email server of the Purchaser, the Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the K&E Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit dMY Group”), on the one hand, ; and (yii) the Surviving Corporation and/or any member of the Company Planet Labs Group, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GW&C”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit dMY Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit dMY Group, on the one hand, and R&GW&C, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the OmniLit dMY Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Planet Labs Group”), on the one hand, ; and (yii) the Surviving Corporation and/or any member of the OmniLit dMY Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx & Xxxxxxx LLP (“OxxxxxLatham”) that represented the Company prior to the Closing may represent any member of the Company Planet Labs Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Planet Labs Group, on the one hand, and OxxxxxLatham, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Planet Labs Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit Acquiror Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Group, on the other hand, any legal counselcounsel (including Skadden, including Ropes Arps, Slate, Xxxxxxx & Gray LLP (“R&G”), Xxxx LLP) that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Acquiror Group in such dispute even though the interests of such Persons may be directly adverse to the Acquiror or the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor and/or any other member of the Acquiror Group. Acquiror and the Company further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor and/or any other member of the Acquiror Group prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Acquiror Group and shall be controlled by the Acquiror Group, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing) and the Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror, the Sponsor and/or any other member of the Acquiror Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation and/or the Sponsor. OmniLit Company. (b) Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyCompany) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the OmniLit Acquiror Group, on the other hand, any legal counsel, counsel (including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”& Xxxxxxx LLP) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Company. Acquiror and the Company further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (made including Xxxxxx & Xxxxxxx LLP) that represented the Company prior to the Closing and any one or more such Persons that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or way to the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”)hereby, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the “Company Group after and shall be controlled by the Closing“Company Group, and shall not pass to or be claimed or controlled by the Surviving CorporationAcquiror (after giving effect to the Closing) or the Company. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with any member of the Company Group under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit BowX Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company WeWork Group, on the other hand, any legal counsel, including Ropes & Gray Xxxxxx LLP (“R&GCooley”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit BowX Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit BowX Group, on the one hand, and R&GCooley, on the other hand (the “R&G Cooley Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit BowX Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Cooley Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the R&G Cooley Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationMerger. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company WeWork Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit BowX Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“OxxxxxSkadden”) ), that represented the Company prior to the Closing may represent any member of the Company WeWork Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company WeWork Group, on the one hand, and OxxxxxSkadden, on the other hand (the “Oxxxxx Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company WeWork Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Skadden Privileged Communications, whether located in the records or email server of the OmniLitAcquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit Acquiror and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Skadden Privileged Communications, by virtue of the MergersMerger. (c) Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the special committee of the Board of Directors of the Company (the “Special Committee”) or any member thereof, on the one hand, and (y) the Surviving Corporation and/or any member of the BowX Group, on the other hand, any legal counsel, including Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“WSGR”), that represented the Special Committee prior to the Closing may represent any member of the Special Committee in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, and further agree that, as to all legally privileged communications prior to the Closing between or among the Special Committee and/or any member of the Special Committee, on the one hand, and WSGR (the “WSGR Privileged Communications”), on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Special Committee after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Special Committee under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the WSGR Privileged Communications, whether located in the records or email server of the Acquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the WSGR Privileged Communications, by virtue of the Merger.

Conflicts and Privilege. (a) OmniLit The Company, SPAC, Merger Sub I and the CompanyMerger Sub II, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transaction arises after the Closing between or among (xi) the Sponsor, the stockholders shareholders or holders of other equity interests any Equity Securities of OmniLit SPAC, or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Second Surviving CorporationSubsidiary) (collectively, the “OmniLit Gesher Group”), on the one hand, and (yii) the Surviving Corporation and/or Company or any member of the Company Freightos Group, on the other hand, then any legal counsel, including Ropes & Gray LLP (“R&G”)BCLP, that represented OmniLit and/or SPAC or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit Gesher Group, in such dispute even though the interests of such Persons may be directly adverse to the Company or the Second Surviving CorporationSubsidiary, and even though such counsel may have represented OmniLit SPAC in a matter substantially related to such dispute. The Company, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit SPAC, Merger Sub I and the CompanyMerger Sub II, on behalf of their respective successors and assigns (includingincluding the Second Surviving Subsidiary) further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the Transaction) between or among SPAC, the Sponsor or any other member of the Gesher Group, on the one hand, and BCLP, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Gesher Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Second Surviving CorporationSubsidiary. Further, the Company, SPAC, Merger Sub I and Merger Sub II agree that any privileged communications or information shared by the Company prior to the Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and the Second Surviving Subsidiary. (b) The Company, SPAC, Merger Sub I and Merger Sub II, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the Transaction arises after the Closing between or among (i) the shareholders or holders of any Equity Securities of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Second Surviving Subsidiary) (collectively, the “Freightos Group”), on the one hand, and (ii) the Company, the Second Surviving Subsidiary or any member of the Gesher Group, on the other hand, then any legal counsel, including DLA, that represented the Company prior to the Closing may represent any member of the Freightos Group in such dispute even though the interests of such Persons may be directly adverse to the Company and the Second Surviving Subsidiary, and even though such counsel may have represented the Company in a matter substantially related to such dispute. The Company, SPAC, Merger Sub I and Merger Sub II, on behalf of their respective successors and assigns (including the Second Surviving Subsidiary), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransaction) between or among OmniLit, the Sponsor and/or Company or any other member of the OmniLit Freightos Group, on the one hand, and R&GDLA, on the other hand (the “R&G Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Freightos Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Second Surviving CorporationSubsidiary. Notwithstanding Further, the foregoingCompany, SPAC Merger Sub I and Merger Sub II agree that any privileged communications or information shared by any member of the Company Freightos Group prior to the Closing with OmniLit the Company, SPAC, or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any such member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged CommunicationFreightos Group. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit SPAC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit SPAC, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit SPAC Group”), on the one hand, and (yii) the Surviving Corporation and/or any member pre-Closing stockholders, directors, members, partners, officers or employees of the Company or Affiliates (the “Company Group”), on the other hand, any legal counselXxxxxx Xxxxxxx, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Company Group in such dispute even though the interests of such Persons may be directly adverse to SPAC or the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or Xxxxxx Xxxxxxx may be handling ongoing unrelated matters for SPAC, the Surviving Corporation and/or or the Sponsor. OmniLit members of the Company Group. (b) SPAC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications made prior to the Closing (in each case, including to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) between or among OmniLitthe Company, the Sponsor and/or its Affiliates or any other member of the OmniLit Company Group, on the one hand, and R&GXxxxxx Xxxxxxx, on the other hand (the “R&G Xxxxxx Xxxxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group pre-Closing stockholders of the Company after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCorporation or any other member of the SPAC Group. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert event that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after between SPAC or the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit SPAC Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Company, its Affiliates or any member of the Company Group, on the other hand, then the Surviving Corporation and/or any SPAC (or such other member of the Company Group SPAC Group, as applicable) may assert the attorney-client privilege to prevent the disclosure of the Xxxxxx Xxxxxxx Privileged Communications to such third party party; provided, however, that neither SPAC nor the SPAC Group may waive such privilege with respect to Xxxxxx Xxxxxxx Privileged Communications without the prior written consent of R&G Privileged CommunicationXxxxxx Xxxxxxx. (bc) OmniLit and Notwithstanding the Companyforegoing, any privileged communications or information shared by or on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of with SPAC or the Company Group in such dispute even though Sponsor shall remain the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”), the attorney/client privilege privilege, attorney work-product protection, and the expectation of client confidence shall survive the Merger and belong to the pre-Closing stockholders of the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, Corporation or any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information other member of the Surviving Corporation. OmniLit SPAC Group), and the CompanySPAC agrees, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any its own behalf and on behalf of the Oxxxxx Privileged Communications, whether located in the records or email server other members of the OmniLitSPAC Group, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Xxxxxx Xxxxxxx Privileged Communications, by virtue of the Mergerssame having been shared. (d) SPAC agrees on behalf of itself and the other members of the SPAC Group, (i) to the extent that SPAC or, after the Closing, the Surviving Corporation receives or takes physical possession of any Xxxxxx Xxxxxxx Privileged Communications, (A) such physical possession or receipt shall not, in any way, be deemed a waiver by the Company or the Company’s pre-closing stockholders of the privileges or protections described in this Section 8.19, and (B) neither SPAC nor the SPAC Group shall assert any claim that the Company, or the Company’s pre-closing stockholders or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Xxxxxx Xxxxxxx Privileged Communications, including by way of review of any electronic data, communications or other information, by seeking to have the Company or the Company’s pre-closing stockholders waive the attorney-client or other privilege or otherwise and (iii) not to seek to obtain the Xxxxxx Xxxxxxx Privileged Communications from Xxxxxx Xxxxxxx as long as such Xxxxxx Xxxxxxx Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) To the extent that files or other materials maintained by Xxxxxx Xxxxxxx constitute property of its clients, such property rights (and the attorney/client privilege, attorney work-product protection, and the expectation of client confidence with respect thereto) shall survive the Merger and belong to the pre- Closing stockholders of the Company after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation or any other member of the SPAC Group, and Xxxxxx Xxxxxxx shall have no duty to reveal or disclose to any Person any such files or other materials or any Xxxxxx Xxxxxxx Privileged Communications, as long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) SPAC on behalf of itself and the SPAC Group, hereby acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement. This Section 8.19 shall be irrevocable, and no term of this Section 8.19 may be amended, waived or modified, without the prior written consent of Xxxxxx Xxxxxxx (not to be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit WTMA Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company WaveTech Group, on the other hand, any legal counsel, including Ropes & Gray Xxxxxx LLP (“R&GCooley”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit WTMA Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit . (b) Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit WTMA Group, on the one hand, and R&GCooley, on the other hand hand, (the “R&G Privileged Deal Communications”), ) shall remain privileged after Closing the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit WTMA Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation; provided, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit To the extent that files or other materials maintained by Cooley constitute property of its clients, only Sponsor shall hold such property rights and the Company, together with Cooley shall have no duty to reveal or disclose any of their respective Affiliates, Subsidiaries, successors such files or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation other materials or any Privileged Deal Communications by reason of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group)any attorney-client relationship between Cooley, on the one hand, and a third party other than (and unaffiliated with) Acquiror, Merger Sub, or any member of the OmniLit GroupWTMA Group after the Closing, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client hand so long as such files or other materials would be subject to a privilege to prevent disclosure to such or protection if they were being requested in a proceeding by an unrelated third party of R&G Privileged Communicationparty. (bc) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and or any of its Subsidiaries and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company WGI Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit WGI Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx Xxxxx Xxxxxxx LLP (“OxxxxxXxxxx Xxxxxxx”) that represented the Company prior to the Closing may represent any member of the Company WGI Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company WGI Group, on the one hand, and OxxxxxXxxxx Xxxxxxx, on the other hand (the “Oxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company WGI Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit and Each of the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), Parties hereby agree agrees that, in the event if a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests Equity Securities of OmniLit Buyer or the Sponsor and/or or any of their respective directors, members, partners, officers, employees employees, or Affiliates (other than Buyer, the Surviving CorporationAcquired Companies, or the Seller) (collectively, the “OmniLit Sponsor Group”), on the one hand, and (y) the Surviving Corporation and/or Buyer, any member of the Company GroupAcquired Companies, or the Seller, on the other hand, any legal counsel, including Ropes MxXxxxxxx Will & Gray LLP (“R&G”)Exxxx LLP, that represented OmniLit and/or Buyer or the Sponsor prior to before the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Sponsor Group in such dispute even though the interests of such Persons may be directly adverse to Buyer, any of the Surviving CorporationAcquired Companies, or the Seller, and even though such counsel may have represented OmniLit Buyer, the Sponsor, or any other member of the Sponsor Group in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, any of the Surviving Corporation and/or Acquired Companies, the SponsorSeller, the Sponsor or any other member of the Sponsor Group. OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, further agree agrees that, as to all legally privileged communications prior to before the Closing (made in connection with the negotiation, preparation, execution, delivery delivery, and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Agreement or the transactions contemplated hereby or therebyhereby) between or among OmniLitBuyer, the Sponsor and/or any other member of the OmniLit Sponsor Group, on the one hand, and R&GMxXxxxxxx Will & Exxxx LLP, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall will survive the Merger Closing and belong exclusively to the OmniLit Sponsor Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingBuyer, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged CommunicationAcquired Companies, whether located in or the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the MergersSeller. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the ClosingIn addition, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wxxxx Oxxxxx Xxxxxx LLP (“Oxxxxx”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Parties further agree that, as that MxXxxxxxx Will & Exxxx LLP will be permitted to all legally privileged communications prior to represent the Closing (made Buyer Committee contemplated by Section 1.11 in connection with the negotiation, preparation, execution, delivery taking of any necessary action and performance under, or the making of any dispute or Action arising out necessary decision on behalf of or relating to, Buyer as contemplated by Section 1.11. The Parties have duly executed and delivered this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member Agreement as of the Company Group, on Signing Date. GLOBIS ACQUISITION CORP. By: /s/ Pxxx Xxxxxx Name: Pxxx Xxxxxx Title: Chief Executive Officer The Parties have duly executed and delivered this Agreement as of the one hand, and Oxxxxx, on the other hand (the “Oxxxxx Privileged Communications”)Signing Date. LIGHTHOUSE CAPITAL LIMITED By: /s/ Mesod Bengio Name: Mesod Bengio Title: Director COMPANY: FORAFRIC AGRO HOLDINGS LIMITED By: /s/ Sxxx Xxxxxxx Name: Sxxx Xxxxxxx Title: Chairman As used herein, the attorney/client privilege and following terms will have the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Oxxxxx Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the Oxxxxx Privileged Communications, by virtue of the Mergers.following meanings: