Common use of Objectives and Tasks Clause in Contracts

Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide Xxxx Xxxxxxx to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive Officer. In addition to the ordinary course responsibilities of CFO, Xx. Xxxxxxx will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare budgets and cash forecasts and evaluate variances thereto. • Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • As required, lead development of the Company’s business plan, and such other related forecasts as may be required by the Company for its corporate purposes. • Develop and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks and their advisers. • Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | 0000 Xxxx Xxxxxx | Xxxxx 0000 | Xxxxxxxxxx, XX 00000 | 248.358.4420 | xxxxxxxxxxxx.xxx Xx Xxxx will be the managing director responsible for the overall engagement, assisted by a staff of consultants at various levels who have a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to Xx. Xxxxxxx is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable xxxxxxx xxxxxxx laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and xxxxxxx xxxxxxx obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ X. X. Xxxx X. X. Xxxx Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ Xxxxx Xxxxxxxxx Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDT

Objectives and Tasks. Subject to APS’s ’ (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 the Indemnification section of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide Xxxx Xxxxxxx Xx. Xxxxx Xxxxx to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive Officer. In addition to the ordinary course responsibilities of CFO, Xx. Xxxxxxx Xxxxx and APS will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • ● Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare ● Oversee preparation of budgets and cash forecasts and evaluate variances thereto. • ● Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • ● As required, lead or participate in development of the Company’s business plan, and such other related forecasts as may be required by the Company for its corporate purposes. • Develop and enhance ● Enhance management and Board reporting packages. • ● Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks and their advisers. • ● Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | 0000 Xxxx Xxxxxx | Xxxxx 0000 | Xxxxxxxxxx, XX 00000 | 248.358.4420 | xxxxxxxxxxxx.xxx Xx Xxxx will be the managing director responsible for the overall engagement, assisted by a staff of consultants at various levels Xx. Xxxxx who have has a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors contractors, such as Xx. Xxxxx, with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to Xx. Xxxxxxx is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14January 2, 2021 2024 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective Objectives and Tasks section above. APS estimates the time for completion of this engagement to be at three to six months, depending upon the Company and its executive search firm identifying and retaining a full time replacement for Xx. Xxxxx. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable xxxxxxx xxxxxxx laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and xxxxxxx xxxxxxx obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. retainer We look forward to working with you. Sincerely yours, AP SERVICES, LLC By: /s/ X. X. X.X. Xxxx X. X. X.X. Xxxx Partner & Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ Xxxxx Xxxxxxxxx Xxxxxx Xxx Its: Managing Member Dated: 7/12/2021 Director Dated:12/26/2023 | 8:08 2:00 PM EDTEST

Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) confirmation that the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of and a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's ’s governance documents) as official confirmation of the appointment, APS will provide Xx. Xxxx Xxxxxxx Xxxxx to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Restructuring Officer ("CFO"“CRO”), reporting to the Company’s Chief Executive Board of Directors, and Xx. Xxxxx Xxxxxxxx to serve as the Company’s Associate Restructuring Officer. In addition to the ordinary course responsibilities of CFO, Xx. Xxxxxxx will work Xxxxx and Xx. Xxxxxxxx, working collaboratively with the senior management team, the Board of Directors Directors, the Company’s counsel and other Company professionals to assist professionals, will perform the Company ordinary course duties of a CRO, including: · Preparing budgets and 13-week cash forecasts and evaluating variances thereto, as required by the Company’s lenders. · Identifying and implementing near-term cost reduction opportunities. · Implementing operational restructuring initiatives. · Managing vendors, including negotiation of vendor terms. · Overseeing communications with the following: • Perform tasks ordinarily in Company’s various constituencies. · Overseeing the purview Company’s asset sale process. · Preparing the statement of financial affairs, schedules and other regular reports required by the Bankruptcy Court, as well as a Disclosure Statement and Plan of Reorganization, if applicable. AP Services, LLC | 000 Xxxxx Xxxxxx, 00xx Xxxxx | Xxx Xxxx, XX 00000 | 212.490.2500 | 212.490-1344 fax | xxxxxxxxxxxx.xxx FTD Companies, Inc. May 31, 2019 · Assisting with the preparation of the Company’s Chief Financial Officer, including supervision of motions to be filed with the finance staff, communicating with Bankruptcy Court (“Motions”) or the Company’s directorsresponse to Motions filed by other parties-in-interest. · Assisting with the design, executives negotiation and employeesimplementation of a restructuring strategy. • Prepare budgets · Providing testimony before the Bankruptcy Court on matters that are within the scope of this engagement and cash forecasts and evaluate variances theretowithin APS’s area of testimonial competencies, if applicable. • Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • As required, lead development of the Company’s business plan, and such other related forecasts as may be required by the Company for its corporate purposes. • Develop and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks and their advisers. • Assist the Company · Assisting with such other matters as may be requested by the Company that fall within APS’s expertise and that are mutually agreeable. AP Services | 0000 Xxxx Xxxxxx | Xxxxx 0000 | XxxxxxxxxxAPS will provide the Company with the individuals set forth on Exhibit A (“Temporary Staff”), XX 00000 | 248.358.4420 | xxxxxxxxxxxx.xxx Xx Xxxx will subject to the terms and conditions of this Agreement, with the titles, pay rates and other descriptions set forth therein. The Temporary Staff may be the managing director responsible for the overall engagement, assisted by a staff of consultants or replaced by other professionals at various levels levels, as required, who have a wide range of skills and abilities related shall also become Temporary Staff. APS will keep the Company informed as to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to Xx. Xxxxxxx is advisable we will review this with you and will not add any additional staff without your consentAPS’s staffing. APS will commence this engagement on or about July 14June 3, 2021 2019 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and 1, confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section aboveand upon the Company’s filing of a Chapter 11 bankruptcy petition. The Company will promptly apply to the Bankruptcy Court to obtain approval of this Agreement. APS acknowledges that its retention and the terms thereof are subject to Bankruptcy Court approval. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes thatFTD Companies, APS and its employees may receive from the Company or othersInc. May 31, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable xxxxxxx xxxxxxx laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and xxxxxxx xxxxxxx obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company 2019 If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ X. X. Xxxx X. X. Xxxx Xxxxx Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORPFTD COMPANIES, INC. /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx Its: President and CEO Dated: June 2, 2019 Name Description Hourly Rate Commitment Full[1] or Part2 Time Xxxx Xxxxx Chief Restructuring Officer $ 1,140 Full Time Xxxxx Xxxxxxxx Associate Restructuring Officer $ 895 Full Time Name Description Hourly Rate Commitment Full1 or Part[2] Time Xxxxx Xxxxxxxxx Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDTChapter 11 Reporting $ 945 Full Time Job Chan Asset Sales $ 665 Full Time Bassaam Xxxxx Xxxx Management $ 615 Full Time X.X. Xxxxx Cash Management $ 565 Full Time The parties agree that Exhibit A can be amended by AP Services, LLC from time to time to add or delete staff, and the Monthly Staffing Reports shall be treated by the parties as such amendments. [1] Full time is defined as substantially full time. [2] Part time is defined as approximately two to three days per week, with some weeks more or less depending on the needs and issues facing the Company at that time.

Objectives and Tasks. Subject to APS’s AlixPartners’ (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 the Indemnification section of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt confirmation from the Company of a copy approval of this Agreement by the Special Committee of the signed Board of Directors’ resolution Directors (or similar document evidence as required by the Company's ’s governance documents) as official confirmation of the appointment, APS AlixPartners will provide Xxxx Xxxxxx X. Xxxxxxx to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Restructuring Officer ("CFO"“CRO”), reporting to the Company’s Chief Executive Officer. In addition to the ordinary course responsibilities of CFO, Xx. Xxxxxxx will work Working collaboratively with the senior management team, the Board of Directors and other Company professionals to professionals, Xx. Xxxxxxx and AlixPartners will assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare budgets and 13-week cash forecasts and evaluate variances thereto. • Strengthen , as required by the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting lenders and financial reporting information managementplan sponsor. • As requiredCommunicate with, lead development of and meet information needs of, the Company’s various constituencies, including potential exit lenders. • Assist the Company with the financial reporting requirements attendant to a bankruptcy filing, including, but not limited to, court orders, court-approved transactions, emergence, and fresh-start accounting. Akumin Inc. • Develop the Company’s revised business plan, and such other related forecasts as may be required by the Company’s lenders in connection with negotiations or by the Company for its other corporate purposes. • Develop a short-term cash disbursement plan designed to minimize cash requirements while maintaining the efficiency of operations, sustaining vendor relationships, and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituents, as appropriate, including minimizing the impact on the Company’s banks customer base. • Prepare for and file a bankruptcy petition, coordinating and providing administrative support for the proceeding and developing the Company’s plan of reorganization or other appropriate case resolution, if necessary. • In connection with a bankruptcy, prepare (i) a disclosure statement and plan of reorganization, (ii) a liquidation analysis, (iii) statements of financial affairs and schedules of assets and liabilities, (iv) a potential preference analysis, (v) a claims analysis, and (vi) monthly operating reports and other regular reporting required by the United States Bankruptcy Court, as necessary. • Coordinate the Company’s professionals assigned to sourcing, negotiating and implementing any financing, including debtor-in-possession and exit financing facilities, in conjunction with the plan of reorganization and the overall restructuring. • Manage the “working group” professionals who are assisting the Company in the reorganization process or who are working for the Company’s various stakeholders to improve coordination of their adviserseffort and individual work product to be consistent with the Company’s overall restructuring goals. • Create and communicate materials for diligence purposes and manage the flow of information to potential acquirers in connection a potential sale of the Company’s assets. • Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | 0000 Xxxx Xxxxxx | Xxxxx 0000 | Xxxxxxxxxx, XX 00000 | 248.358.4420 | xxxxxxxxxxxx.xxx Xx Xxxx will be the managing director responsible for the overall engagement, assisted by a staff of consultants at various levels who have a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to Xx. Xxxxxxx is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable xxxxxxx xxxxxxx laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and xxxxxxx xxxxxxx obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ X. X. Xxxx X. X. Xxxx Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ Xxxxx Xxxxxxxxx Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDT.

Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide Xxxx Xxxxxxx Bxxxx Roof to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive OfficerOfficer and the Board of Directors. In addition to the ordinary course responsibilities of CFO, Xx. Xxxxxxx Bxxxx will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • · Prepare budgets and cash forecasts and evaluate variances thereto, as required by the Company’s Board of Directors. • · Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • As required, lead development of · Develop the Company’s revised business plan, and such other related forecasts as may be required by the Company’s Board in connection with fund raising or by the Company for its other corporate purposes. • · Develop a short-term operating plan designed to minimize cash requirements while maintaining the efficiency of operations, sustaining vendor relationships, and minimizing the impact on the Company’s ability to launch a new electric vehicle. · Create and communicate materials for diligence purposes and manage the flow of information to potential investors in connection with raising additional capital. Lordstown Motors Corp. · Assist in developing and implementing cash management strategies, tactics and processes. · Develop and enhance management and Board reporting packagesmanagement. • · Communicate and/or negotiate with outside constituents, as appropriate, constituents including the Company’s banks advisers and their adviserspotential investors. • · Oversee the preparation of the Company’s financial statements, including supporting the work of the Company’s outside auditors. · In compliance with Sarbanes Oxley 302 and 404, review for accuracy and finalize the Company’s filing with the Securities and Exchange Commission, including the execution of any certifications and representation letters deliverable by the Company’s CFO. · Assist in the resolution of the SEC investigation. · Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | 0000 Xxxx Xxxxxx | Xxxxx 0000 | Xxxxxxxxxx, XX 00000 | 248.358.4420 | xxxxxxxxxxxx.xxx Xx Mxxx Xxxxxxxxx and Bxxxx Xxxx will be the managing director directors responsible for the overall engagement, assisted by a staff of consultants at various levels who have a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to Xx. Xxxxxxx is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14June 11, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable xxxxxxx xxxxxxx laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and xxxxxxx xxxxxxx obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ X. X. Xxxx X. X. Mxxx Xxxxxxxxx /s/ Bxxxx Roof Mxxx Xxxxxxxxx Managing Director Bxxxx Xxxx Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS LORDSTOWN MOTORS CORP. By: /s/ Xxxxx Xxxxxxxxx Kxxxx Xxxxxxx Its: Managing Member Director Dated: 7/12/2021 | 8:08 PM EDTJune 8, 2021 AP Services, LLC General Terms and Conditions These General Terms and Conditions (“Terms”) are incorporated into the Agreement to which these Terms are attached. In case of conflict between the wording in the letter and/or schedule(s) and these Terms, the wording of the letter and/or schedule(s) shall prevail.

Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide Txxx Xxxx Xxxxxxx to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), ) reporting to you, the Company’s Chief Executive Officer. Jxxx Xxxxx will act as Senior Strategic Advisor to the Company and its Board of Directors. In addition to the ordinary course responsibilities of CFOMx. Xxxx and Mx. Xxxxx, Xx. Xxxxxxx other APS employees will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare budgets and 13-week cash forecasts and evaluate variances thereto. • Strengthen , as required by the Company’s core competencies in DIP financing lender. • Direct the activities of the Company’s finance organization, particularly in the areas of cash management, planning, general accounting accounting, internal and external financial reporting reporting, and information management. • As required, lead development of Support the Company’s business planplanning processes, and prepare such other related forecasts as may be required by the Company Company’s DIP lender and potential transaction partners in connection with the anticipated and planned asset sale process. AP Services | 865 S. Xxxxxxxx | Suite 2310 | Lxx Xxxxxxx, XX 00000 | 213.437.7100 | axxxxxxxxxxx.xxx • Support the Company’s restructuring initiatives, principally the anticipated and planned sale of substantially all of the Company’s domestic United States assets. • Assist the Company’s management team in taking reasonable actions to preserve operations, maintain the customer base and assembled workforce, and sustain key vendor relationships in connection with maximizing the value of the anticipated and planned asset sale transaction. • Create and communicate materials for its corporate purposesthird party diligence support purposes and manage the flow of information to potential acquirers in connection with the anticipated and planned asset sale process. • Assist in developing and implementing cash management strategies, tactics and processes. • Advise and support the Company’s management and investment bankers in the negotiation and implementation of an Asset Purchase Agreement and in the evaluation of potential value preserving and enhancing strategies associated with the anticipated and planned asset sale process. • Assist in negotiations with stakeholders and their representatives, including creditors and equity holders. • Develop and enhance prepare management and Board reporting packagesmaterials. • Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks potential transaction partners and their advisers. • Evaluate and quantify claims against the Company and prepare related analyses to support the Plan of Reorganization process. • Assist and support in the development, negotiation, and implementation of a Plan of Reorganization. • Assist the Company with filings and other communications as may be required under the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”). • Serve in the capacity as principal financial and accounting officer for purposes of SEC disclosures. • Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. APS will provide the Company with the individuals set forth on Exhibit A (“Temporary Staff”), subject to the terms and conditions of this Agreement, with the titles, pay rates and other descriptions set forth therein. The Temporary Staff may be assisted by or replaced by other professionals at various levels, as required, who shall also become Temporary Staff. APS will keep the Company informed as to APS’s staffing. AP Services | 0000 Xxxx Xxxxxx 865 S. Xxxxxxxx | Xxxxx 0000 Suite 2310 | XxxxxxxxxxLxx Xxxxxxx, XX 00000 | 248.358.4420 213.437.7100 | xxxxxxxxxxxx.xxx Xx Xxxx will be the managing director responsible for the overall engagement, assisted by a staff of consultants at various levels who have a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to Xx. Xxxxxxx is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable xxxxxxx xxxxxxx laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and xxxxxxx xxxxxxx obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ X. X. Xxxx X. X. Xxxx Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ Xxxxx Xxxxxxxxx Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDTaxxxxxxxxxxx.xxx