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.

Conflicts and Privilege. (a) OmniLit The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, on behalf of their respective successors the Sellers Representative and assigns (includingthe Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Surviving Corporation)Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agree thatagrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the event a dispute with respect Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the transactions contemplated hereby arises after the Closing between or among (x) the SponsorCompany, the stockholders Sellers Representative, the Sellers 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, affiliates. The parties acknowledge 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 for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery execution 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 Transaction Documents. All such communications shall remain privileged after the one hand, Closing and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the OmniLit Group after Sellers Representative and the ClosingSellers, shall be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPAC, OpCo or controlled by the Surviving Corporation. Notwithstanding Company or the foregoingCompany Subsidiaries; provided, any privileged communications or information shared further, that nothing contained herein shall be deemed to be a waiver 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 Affiliatesits affiliates (including, 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, SPAC, OpCo 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 affiliates) of any applicable privileges 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 protections that can or may assert the attorney-client privilege be asserted to prevent disclosure of any such communications to such any third party of R&G Privileged Communicationparty.

Conflicts and Privilege. (a) OmniLit and Acquiror, the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation 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 Amalgamation 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 Corporation) (collectively, the “OmniLit Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company PropertyGuru 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 Amalgamation Closing may represent the Sponsor and/or any other member of the OmniLit Group, Bridgetown 2 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, the Company and the CompanyAmalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation 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 2 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 Bridgetown 2 Group after the Amalgamation 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 or Amalgamation Sub prior to the Amalgamation 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.

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 CorporationCompany. 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.139

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.

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 Company and 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.

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.

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.

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.

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 CorporationCompany. 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.105

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 any member 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 GroupGibco, on the other hand, then Gibco and its Affiliates involved in such dispute (and not the Surviving Corporation and/or Company or any member of the Company Group may assert 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 prevent disclosure any communications between Gibco, the Company or any other member of the Group and any Existing Counsel that occurred on or prior to such third party of R&G Privileged Communication.the Second Step Closing. [Signature Pages Follow]

Conflicts and Privilege. (a) OmniLit The Company, SPAC and the CompanyAcquisition Entities, 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 Acquisition 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 PubCo or the Surviving Corporation) (collectively, the “OmniLit Altimeter Group”), on the one hand, and (y) PubCo, the Surviving Corporation and/or or any member of the Company Grab Group, on the other hand, any legal counsel, including Ropes & Gray Xxxx LLP (“R&GRopes”), that represented OmniLit and/or SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor and/or or any other member of the OmniLit Altimeter Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving Corporation, 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 PubCo, the Surviving Corporation and/or or the Sponsor. OmniLit The Company, SPAC and the CompanyAcquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), 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 Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit Altimeter 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 Mergers and belong to the OmniLit Altimeter Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and 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.

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 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.

Conflicts and Privilege. (a) OmniLit Purchaser and the Company, Company (on behalf of their respective successors itself and assigns (includingits Subsidiaries) agree that, after notwithstanding any current or prior representation of the ClosingCompany and the Subsidiaries by A&P, Weil and OMM, A&P, Weil and OMM shall be allowed to represent any Seller, the Surviving CorporationEquity Holder Representative or any of their Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to Purchaser, the Company or any Subsidiary that relates to this Agreement and the transactions contemplated hereby agree (a “Dispute”) and Purchaser and the Company (on behalf of itself and the Subsidiaries) hereby (i) waive any claim they have or may have that A&P, Weil or OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby Dispute arises after the Closing between or among (x) the SponsorPurchaser, the stockholders Company or holders of other equity interests of OmniLit any Subsidiary and any Seller, the Equity Holder Representative or the Sponsor and/or any of their respective directorsAffiliates, membersA&P, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectivelyWeil and OMM may represent such Seller, 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, Equity Holder Representative or Affiliate in such dispute Dispute even though the interests of such Persons Seller, the Equity Holder Representative or Affiliate may be directly adverse to Purchaser, the Surviving Corporation, Company or the Subsidiaries and even though such counsel A&P, Weil or OMM may have represented OmniLit the Company or the Subsidiaries in a matter substantially related to such disputeDispute, 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 ClosingPurchaser, 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 Company or the transactions contemplated hereby or thereby) between or among OmniLitSubsidiaries; provided, the Sponsor and/or any other member of the OmniLit Grouphowever, 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 that no Person may use or rely on any such representation shall be a waiver 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.any

Conflicts and Privilege. (a) OmniLit The Company and the CompanyAcquiror, each 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 or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit GroupAcquiror Parties”), on the one hand, and (yii) the Surviving Corporation and/or Company or any member of the Company GroupParties, on the other hand, any legal counsel, including Ropes Xxxxxx Xxxxxxx & Gray Xxxx LLP (“R&GHHR”), that represented OmniLit and/or the Acquiror or Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit GroupAcquiror 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 and/or the Company or Sponsor. OmniLit The Company and the CompanyAcquiror, each 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 OmniLitAcquiror, the Sponsor and/or or any other member of the OmniLit GroupAcquiror Parties, on the one hand, and R&GHHR, 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 Acquiror 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 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.

Conflicts and Privilege. (a) OmniLit Acquiror and the CompanyCompany Parties, 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 KVAC Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Valo 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 KVAC 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 CompanyCompany Parties, 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 KVAC 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 KVAC 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 Parties 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 CompanyCompany Parties, 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 Parties 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 KVAC Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit KVAC Group, on the other hand, then the Surviving Corporation and/or any member of the Company Valo Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Xxxxxx Privileged CommunicationCommunications.

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 Company prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, 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 the Company 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 Company and/or any other member of the OmniLit Forbes Group, on the one hand, and R&GCadwalader, on the other hand (the “R&G Cadwalader Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Transactions and belong to the OmniLit 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 the Company prior to the Closing with OmniLit or the Sponsor 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 R&G Cadwalader Privileged CommunicationCommunications, 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 R&G Cadwalader 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.

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 CorporationEntity. 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.66

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany), 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 shareholders or holders of other equity interests of OmniLit Prospector immediately prior to the Prospector Amalgamation, the shareholders or holders of other equity interests in the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Prospector Group”), on the one hand, and (y) the Surviving Corporation and/or Company or any member of the Company GroupGroup Company, on the other hand, any legal counsel, including Ropes White & Gray Case LLP (“R&GW&C”), Xxxxx, Xxxxxx & Harcourt LLP (“Osler”) and Xxxxxx and Xxxxxx (Cayman) LLP (“Xxxxxx”), that represented OmniLit and/or Prospector or the Sponsor prior to the Closing Closing, may represent the Sponsor and/or or any other member of the OmniLit Prospector Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, any Group Company or any of their respective Subsidiaries, and even though such counsel may have represented OmniLit Prospector in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or Company, any other Group Company, any of their respective Subsidiaries 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 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 dispute, claim, action, suit or Action other similar proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Document or the transactions contemplated hereby or therebyTransactions) between or among OmniLitProspector, the Sponsor and/or or any other member of the OmniLit Prospector Group, on the one hand, and R&GW&C, Xxxxx or Xxxxxx on the other hand (the “R&G Prospector Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the OmniLit Prospector Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingCompany, any privileged communications Group 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 Prospector Group may use or rely on any of the R&G Prospector Privileged CommunicationCommunications, whether located in the records or email server of Prospector, any Group Company, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action dispute, claim, action, suit or other similar 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 Prospector 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 CommunicationClosing.

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 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 Company and 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.

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 Aspirational Group”), on the one hand, and (y) the Surviving Corporation Company and/or any member of the Company Wheels Up 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 Aspirational 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 Aspirational 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 Mergers and belong to the OmniLit Aspirational 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 CorporationCompany. 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 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 Communication.

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.

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 Transactions 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 ARRW Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company ILE Group, on the other hand, any legal counsel, including Ropes & Gray Xxxxxxx Xxxxxxx LLP (“R&GXxxxxxx”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit ARRW 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 Transactions or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit ARRW Group, on the one hand, and R&GXxxxxxx, 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 ARRW 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.

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 Surviving Corporation Sponsor and/or any other member of the SponsorAcquiror Group. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), 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 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 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 Communication.

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 CorporationCompany. 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.100

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.

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 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 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 Surviving Corporation Sponsor and/or any other member of the SponsorAcquiror Group. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), 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 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 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 Communication.

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.

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.

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.

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, 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 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.

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.

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.

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.

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 Communicationconfidential communications by the Counsel (including to prevent any disclosure related to the Rough Rice Matter); provided that if the Company elects to waive such privilege, the Company shall provide Sellers with reasonable advance notice of such waiver.

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.

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationPACI), 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 or holders any holder of other equity interests of OmniLit Sponsor, any director or the Sponsor and/or officer of PACI, or any of their respective directors, members, partners, officers, employees employees, or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit PACI Group”), on the one hand, and (y) the Surviving Corporation and/or Group Companies or any member of the Company Group, on the other hand, any legal counsel, including Ropes including, Steptoe & Gray Xxxxxxx, LLP (“R&GPACI Counsel”), that represented OmniLit and/or PACI or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit PACI Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationGroup Companies, and even though such counsel may have represented OmniLit PACI in a matter substantially related to such dispute, or may be handling ongoing matters for PACI, the Surviving Corporation and/or Group Companies 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 CorporationPACI), further agree that, as to all legally privileged communications prior to the Closing (made in connection with between or among PACI, the negotiation, preparation, execution, delivery and performance underSponsor, 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 PACI Group, on the one hand, and R&G, PACI Counsel on the other hand (the “R&G PACI Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit PACI Group after the Closing, and shall not pass to or be claimed or controlled by PACI, the Surviving CorporationGroup Companies, or their 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 PACI Group may use or rely on any of the R&G PACI Counsel Privileged CommunicationCommunications, whether located in the records or email server of PACI, the OmniLitCompany, Surviving Corporation 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 PACI Counsel 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.

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.

Conflicts and Privilege. (a) OmniLit SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationNew SPAC), 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 SPAC 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 CorporationNew SPAC) (collectively, the “OmniLit SPAC Group”), on the one hand, and New SPAC and/or the Company, any Company Subsidiary and/ or any of their respective directors, members, partners, officers, employees or Affiliates (y) collectively, the Surviving Corporation and/or any member of the “Company Group”), on the other hand, any legal counselcounsel (including Xxxxxxxxx Xxxxxxx, including Ropes & Gray LLP (“R&G”), and Torys LLP) that represented OmniLit SPAC 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 may be directly adverse to the Surviving CorporationSPAC or New SPAC, 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 SPAC, the Surviving Corporation Sponsor and/or any other member of the SponsorSPAC Group. OmniLit SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), 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 OmniLitany legal counsel (including Xxxxxxxxx Xxxxxxx, LLP and Torys LLP) that represented SPAC, the Sponsor and/or any other member of the OmniLit Group, on SPAC 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 SPAC Group after and shall be controlled by the ClosingSPAC Group, and shall not pass to or be claimed or controlled by SPAC (after giving effect to the Surviving CorporationClosing) and the Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or SPAC, the Sponsor and/or any other member of the SPAC 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 CommunicationNew SPAC.

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.

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.

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.

Conflicts and Privilege. Buyer and the Company agree that, notwithstanding any current or prior representation of the Company by Stroock & Stroock & Xxxxx LLP (“Stroock”), Stroock shall be allowed to represent Seller or any of its Affiliates in any matters and/or disputes (or any other matter), including in any matter or dispute adverse to Buyer, the Company, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and relates to this Agreement or any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby, and Buyer and the Company hereby (a) OmniLit waive any claim they have or may have that Stroock has a conflict of interest or is otherwise prohibited from engaging in such representation and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree b) agrees that, in the event that a dispute with respect arises after the Closing relating to this Agreement or the transactions contemplated hereby arises after the Closing other Transaction Documents between or among (x) the SponsorBuyer, the stockholders Company, 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 Seller, and or any of its Affiliates (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 Stroock may represent the Sponsor and/or any other member of the OmniLit Group, Seller or such Affiliate in such dispute even though the interests of Seller or such Persons Affiliate may be directly adverse to Buyer, the Surviving CorporationCompany, or any of their respective Affiliates and even though such counsel Stroock may have represented OmniLit the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Buyer and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), Company also further agree that, as to all legally privileged communications prior among Stroock and the Company, Seller, and their respective Affiliates that relate in any way 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, by 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”)Transaction Documents, the attorney/-client privilege and the expectation of client confidence belongs to Seller and shall survive the Merger and belong to the OmniLit Group after the Closing, be controlled by Seller and shall not pass to or be claimed by Buyer or controlled by the Surviving CorporationCompany. 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 the Closing between Buyer or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates Company (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 other than a party to this Agreement, the Company Group may assert the attorney-client privilege to prevent disclosure of confidential communications by Stroock to such third party and/or may require Seller to assert such privilege; provided, however, that the Company may not waive such privilege without the prior written consent of R&G Privileged CommunicationSeller.

Conflicts and Privilege. (a) OmniLit SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCorporation 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 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 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 Affiliatesaffiliates, 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 Xxxxxxx Privileged CommunicationCommunications, by virtue of the MergersAcquisition Merger. 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[Signature Page Follows.]

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.

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 NG Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Embark Group, on the other hand, any legal counsel, including Ropes & Gray Husch Xxxxxxxxx LLP (“R&GHusch Xxxxxxxxx”), 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, NG 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 NG Group, on the one hand, and R&GHusch Xxxxxxxxx, 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 NG 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.

Conflicts and Privilege. (a) OmniLit The Company, SPAC and the CompanyAcquisition Entities, 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 Acquisition 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 PubCo or the Surviving Corporation) (collectively, the “OmniLit ACE Group”), on the one hand, and (y) PubCo, the Surviving Corporation and/or or any member of the Company 10P Group, on the other hand, any legal counsel, including Ropes Kxxxxxxx & Gray Exxxx LLP (“R&GK&E”)) and Axxxxxx, that represented OmniLit and/or SPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor and/or or any other member of the OmniLit ACE Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo, the Surviving Company or the Surviving Corporation, 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 PubCo, the Surviving Company, the Surviving Corporation and/or or the Sponsor. OmniLit The Company, SPAC and the CompanyAcquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Surviving Corporation), 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 Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit ACE Group, on the one hand, and R&GK&E or Axxxxxx, 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 ACE Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by PubCo or the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with OmniLit SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo and 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.103

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 (xi) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or Company and any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than the Surviving CorporationEntity) (collectively, the “OmniLit Company Related Group”), on the one hand, and (y) the Surviving Corporation and/or Entity or any member of the Company Related Group, on the other hand, any legal counsel, including Ropes & Gray Xxxxxx LLP (“R&GCooley”), that represented OmniLit and/or the Sponsor any Company Group Member prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Company Related Group in such dispute even though the interests of such Persons persons may be directly adverse to the Surviving CorporationEntity, and even though such counsel may have represented OmniLit the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the SponsorEntity. OmniLit Parent and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), 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 Legal Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) thereby between or among OmniLit, the Sponsor and/or Company or any other member of the OmniLit Company Group, on the one hand, and R&GCooley, 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 Company 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 Parent prior to the Closing with OmniLit or the Sponsor 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 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 ClosingCompany Group, 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 CommunicationParent.

Conflicts and Privilege. (a) OmniLit RACA 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 RACA, or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “OmniLit "RACA 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 Gxxxxxx Procter LLP (“R&G”"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, RACA 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 RACA 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 RACA 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 OmniLitRACA, the Sponsor and/or any other member of the OmniLit RACA Group, on the one hand, and R&GGxxxxxx, on the other hand (the “R&G "Gxxxxxx 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 RACA 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 RACA or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit RACA 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 Gxxxxxx Privileged CommunicationCommunications, whether located in the records or email server of the OmniLitRACA, Surviving Corporation Company or their respective Subsidiaries, in any Action Proceeding against or involving any of the parties after the Closing, and OmniLit RACA and the Company agree not to assert that any privilege has been waived as to the R&G Gxxxxxx Privileged CommunicationCommunications, by virtue of the MergersMerger. 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.* * * * *

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.

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 Xxxxxx Privileged CommunicationCommunications, by virtue of the MergersMerger. 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.* * * * *

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.

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 CorporationCompany. 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.71

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 Xxxxx Privileged CommunicationCommunications, by virtue of the MergersMerger. 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.* * * * * 92

Conflicts and Privilege. Purchaser (on behalf of itself, the Company and its Subsidiaries) agree that, notwithstanding any current or prior representation of the Company or any of its Subsidiaries by Xxxxx Xxxxxx Xxxxxxx, PLLC (“OMW”), OMW shall be allowed to represent any Selling Shareholder or any of their Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Purchaser, the Company, any Subsidiaries of Purchaser or the Company, or any of their respective Affiliates that arises in the future and relates to this Agreement or any of the other documents contemplated by the transaction herein, or any of the transactions contemplated hereby or thereby, and Purchaser and the Company (on behalf of itself and its Subsidiaries) hereby (a) OmniLit waive any claim they have or may have that OMW has a conflict of interest or is otherwise prohibited from engaging in such representation and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby b) 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 SponsorPurchaser, the stockholders or holders Company, any Subsidiaries of other equity interests of OmniLit Purchaser or the Sponsor and/or Company, 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 any Selling Shareholder, and the Seller Representative, or any of their Affiliates (y) the Surviving Corporation and/or any member of the Company Group, on the other hand) in whatever capacity, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing OMW may represent such Selling Shareholder, the Sponsor and/or any other member of the OmniLit GroupSeller Representative, or such Affiliate in such dispute even though the interests of such Persons Selling Shareholder or such Affiliate may be directly adverse to Purchaser, the Surviving CorporationCompany, any Subsidiaries of Purchaser or the Company, or any of their respective Affiliates and even though such counsel OMW may have represented OmniLit the Company and its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit Purchaser and the Company, Company (on behalf of their respective successors itself and assigns (including, after the Closing, the Surviving Corporation), its Subsidiaries) further agree that, as to all legally privileged communications prior between or among OMW and the Company, any of the Subsidiaries of the Company, any of the Selling Shareholders and/or any of their respective Affiliates that relate in any way to (i) the Closing (made in connection with the negotiationbusiness, preparationoperations, executionfinances, delivery and performance underassets, securities, liabilities or prospects of, or any dispute or Action arising out of or other matters relating to, the Company or any of its Subsidiaries or (ii) any of the transactions contemplated by this AgreementAgreement or any of the other documents contemplated by the transaction herein, or any Ancillary Agreements or of 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 belongs to the OmniLit Group after the Closing, Selling Shareholders and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingPurchaser, any privileged communications or information shared by the Company prior to the Closing with OmniLit or any Subsidiary of 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 Communication.

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 SMH Group”), on the one hand, and (y) the Company, the Surviving Corporation and/or Company or any member of the Company YSB Group, on the other hand, any legal counsel, including Ropes & Gray Cxxxxx LLP (“R&GCooley”)) and Ogier, 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 SMH Group, in such dispute even though the interests of such Persons may be directly adverse to the Company, the Surviving CorporationCompany or the Surviving Company, 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, the Surviving 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 SMH Group, on the one hand, and R&GCooley or Oxxxx, 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 SMH 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.70

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.

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.

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 (including, after including the Closing, the Second Surviving Corporation), 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 OmniLitSPAC, the Sponsor and/or or any other member of the OmniLit Gesher Group, on the one hand, and R&GBCLP, 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 Gesher 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 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 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, Second 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 CommunicationSubsidiary.

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 each of Xxxxxxx GPM LLP (“Xxxxxxx”) and Xxxxxxxx & Sterling LLP (“Shearman”) 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 TV Ammo 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 Xxxxxxx’x and Xxxxxxxx’x 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 Xxxxxxx or Shearman, 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 TV Ammo 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 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.

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 stockholders, shareholders, members 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 RMG Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the Company GroupH2B2 Group (as defined below), on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Mxxxxxx & Gray Fxxx (UK) LLP and Affiliates (“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 RMG 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 RMG 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 RMG 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.97

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 Oxxxxx, Hxxxxxxxxx & Gray Sxxxxxxxx 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 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 Company and 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.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective controlled Affiliates, equityholders, 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 Sponsor, and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or any of its equityholders (other than the Surviving CorporationSponsor)) (collectively, the “OmniLit Motive 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 Motive 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 Motive 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 and belong to the OmniLit Motive 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 Communication.

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.

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.

Conflicts and Privilege. (a) OmniLit Bright Lights and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationParentCo), 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 Bright Lights or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Bright Lights Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Manscaped Group, on the other hand, any legal counsel, including Ropes Skadden, Arps, Slate, Xxxxxxx & Gray Xxxx LLP (“R&GSkadden”), that represented OmniLit Bright Lights and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Bright Lights 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 Bright Lights in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Entity and/or the Sponsor. OmniLit Bright Lights 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 arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLitBright Lights, the Sponsor and/or any other member of the OmniLit Bright Lights 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 Transactions and belong to the OmniLit Bright Lights 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 Bright Lights 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.

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 CorporationCompany. 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.91

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.

Conflicts and Privilege. (a) 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 (xi) 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 Corporation) (collectively, the “OmniLit Byte Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the Company Airship 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 Byte 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 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 any other member of the OmniLit Byte 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 Byte 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.

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.

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.

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 Xxxxx Privileged CommunicationCommunications, by virtue of the MergersMerger. 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.* * * * *

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 or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or the Surviving Corporation) (collectively, the “OmniLit Reinvent 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 Xxxxxxxx & Gray Xxxxxxxx LLP (“R&GS&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 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) thereby between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit Reinvent Group, on the one hand, and R&GS&C, on the other hand (the “R&G S&C Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers 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 S&C 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 S&C 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 Reinvent Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Reinvent 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 S&C Privileged CommunicationCommunications, and, in relation to such dispute, no member of the Reinvent Group shall be permitted to waive its attorney-client privilege with respect to such confidential communications without the Surviving Corporation’s prior written consent.

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.

Conflicts and Privilege. (a) 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 ClosingAcquired Companies) agrees that, notwithstanding any current or prior representation of any of the Acquired Companies by Ropes & Xxxx LLP or Xxxxxxxxx Xxxxxxx, S.C. (each, a “Firm” and collectively, the Surviving Corporation“Firms”), hereby agree that, each Firm shall be allowed to represent the Sellers (and the Sellers’ Representative) in the event a dispute with respect any matters and disputes adverse to Buyer and/or any Acquired Company that relate 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 Sponsorby this Agreement. 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 Acquired Companies) hereby (made in connection with the negotiation, preparation, execution, delivery and performance under, a) waives any claim that Buyer or any dispute Acquired Company has or Action arising out may have that either Firm has a conflict of interest or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or therebyis otherwise prohibited from engaging in such representation and (b) 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 foregoingagrees that, if a dispute arises after the Closing between or among the Surviving Corporation Buyer or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group)Acquired Company, on the one hand, and a third party other than any Seller (and unaffiliated with) or the OmniLit GroupSellers’ Representative), on the other hand, then either Firm may represent such Seller (and/or the Surviving Corporation Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer and/or the Acquired Companies and even though such Firm may have represented one or more of the Acquired Companies 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 Acquired Companies), also agrees that, as to all communications between or among either of the Firms, the Sellers, the Acquired Companies (with respect to any Acquired Company, solely prior to the Closing) and/or any member of their respective Affiliates that relate in any way to this Agreement or the Company Group may assert transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to prevent disclosure the Sellers and may be controlled by the Sellers’ Representative and shall not pass to such third party of R&G Privileged Communicationor be claimed by Buyer or any Acquired Company.

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.

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.

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.

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 ACE Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company GroupTempo 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 ACE 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 ACE 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 ACE 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.

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 Transactions 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 BAC Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Blaize Group, on the other hand, any legal counsel, including Ropes & Gray Norton Xxxx Xxxxxxxxx US LLP (“R&GXxxxxx Xxxx”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit BAC 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 Transactions or thereby) between or among OmniLitAcquiror, the Sponsor and/or any other member of the OmniLit BAC Group, on the one hand, and R&GXxxxxx 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 BAC 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.106

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.

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 (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 SCAQ Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Force 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 SCAQ 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 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 SCAQ 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 Purchase and belong to the OmniLit SCAQ 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.

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, including after the Closing, the Surviving CorporationTopCo), 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 Affiliates, excluding TopCo and the Surviving Corporation) Company (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 CorporationTopCo), 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 Mergers 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 any other SPAC Party, 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 Communication.

Conflicts and Privilege. (a) OmniLit The Company, Parent and the CompanyMerger Sub, 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 Parent or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany after the Closing) (collectively, the “OmniLit Sponsor Group”), on the one hand, and (yii) the Surviving Corporation Company and/or Parent after the Closing or any member of the shareholders or holders of other equity interests of the Company Groupprior to the Closing or any of their respective directors, members, partners, officers, employees or Affiliates, on the other hand, any legal counsel, including Ropes & Gray Dentons US LLP (“R&GDentons”), that which represented OmniLit and/or Parent or the Sponsor prior to the Closing 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 Surviving CorporationCompany and/or Parent, and even though such counsel may have represented OmniLit Parent in a matter substantially related to such dispute, Parent or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit The Company, Parent and the CompanyMerger Sub, 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 Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitParent, the Sponsor and/or or any other member of the OmniLit Sponsor Group, on the one hand, and R&GDentons, 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 transactions contemplated by this Agreement and, after the Closing, belong to the OmniLit Group after the ClosingSponsor Group, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany or Parent. 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 in 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 any member of 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 Sponsor Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Sponsor Group, on the other hand, then the Surviving Corporation and/or any member of Parent and the Company Group may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party of R&G Privileged Communication.party. * * * * *

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.

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.

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.

Conflicts and Privilege. (a) OmniLit The Company, CGAC and the CompanyMerger Sub, 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 CGAC or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than Merger Sub or the Surviving CorporationEntity) (collectively, the “OmniLit CG Group”), on the one hand, and (y) the Surviving Corporation and/or Entity or any member of the Company NOV Group, on the other hand, any legal counsel, including Ropes Xxxxxxx Xxxxxx & Gray Xxxxxxxxxx LLP (“R&GXxxxxxx”), that represented OmniLit and/or CGAC or the Sponsor prior to the Closing may represent the Sponsor and/or or any other member of the OmniLit CG 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 CGAC in a matter substantially related to such dispute, or may be handling ongoing matters for Merger Sub, the Surviving Corporation and/or Entity or the Sponsor. OmniLit The Company, CGAC and the CompanyMerger Sub, 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 arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) between or among OmniLitCGAC, the Sponsor and/or or any other member of the OmniLit CG Group, on the one hand, and R&GReitler, 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 CG Group after the Closing, and shall not pass to or be claimed or controlled by Xxxxxx Sub or the Surviving CorporationEntity. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit CGAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of Merger Sub and 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.

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 Xxxxxxx Privileged CommunicationCommunications, by virtue of the MergersAcquisition Merger. 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[Signature Page Follows.]

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 Equity Interests of OmniLit Acquiror or the Sponsor and/or any of their respective equityholders, directors, members, managers, partners, officers, employees or Affiliates (other than Acquiror and the Surviving CorporationCompany and its Subsidiaries) (collectively, the “OmniLit Acquiror Group”), on the one hand, and (y) Acquiror, the Surviving Corporation Company 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 Acquiror Group, in such dispute even though the interests of such Persons may be directly adverse to Acquiror, the Surviving CorporationCompany and its Subsidiaries, 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, its Subsidiaries and/or the Sponsor. OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationCompany and its Subsidiaries), 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 Acquiror Group, on the one hand, and R&GLatham, on the other hand (the “R&G Latham Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Acquiror Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany or its Subsidiaries. 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 Xxxxxx Privileged CommunicationCommunications, whether located in the records or email server of Acquiror, the OmniLit, 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 Latham 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.

Conflicts and Privilege. (a) OmniLit Buyer, Seller and the CompanyCompany agree that notwithstanding any current or prior representation of Seller and/or its Affiliates by Xxxxx Xxxxx LLP (“MB”), on behalf MB will be allowed to represent Seller or any of their respective successors its Affiliates (which will no longer include the Company after the Closing) in any matter or dispute adverse to Buyer and assigns its Affiliates (including, after the Closing, the Surviving Corporation)Company) that either is existing on the date hereof or that arises in the future and in each case relates to this Agreement or the Related Documents, hereby and, subject to the foregoing, Buyer does hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, the Company) to, (a) waive any claim they have or may have that MB has a conflict of interest or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer 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 its Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, ) and Seller or any of its Affiliates (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 MB may represent the Sponsor and/or any other member of the OmniLit Group, Seller or such Affiliate in such dispute even though the interests of Seller or such Persons Affiliate may be directly adverse to Buyer or its Affiliates (including the Surviving Corporation, Company) and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or MB may be handling ongoing matters for the Surviving Corporation and/or the SponsorBuyer. OmniLit Buyer further agrees, and the Company, on behalf of their respective successors and assigns agrees to cause its Affiliates (including, after the Closing, the Surviving Corporation)Company; provided, further agree however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this Agreement) to agree, that, as to all legally privileged communications between or among MB and Seller and any of its Affiliates (including, prior to the Closing (made Closing, the Company) that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, way to this Agreement, any Ancillary Agreements or the transactions contemplated hereby herby or thereby) between the Company, its Affiliates or among OmniLit, any of their respective operations for the Sponsor and/or any other member of period ending at the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”)Closing, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closingbelongs to, and shall may be controlled by, Seller and will not pass to or be claimed by Buyer or controlled by the Surviving Corporation. Notwithstanding the foregoingits Affiliates (including, 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, the Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and OmniLit and after the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the MergersClosing. Notwithstanding the foregoingforegoing in this Section 12.17, if a dispute arises between Buyer or its Affiliates (including, after the Closing between or among Closing, 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) a Party to this Agreement or its Affiliates after the OmniLit GroupClosing, 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 of confidential communications by MB to such unaffiliated third party party; provided, however, that the Company may not waive such privilege without the prior written consent of R&G Privileged CommunicationSeller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyer.

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 Document or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor Company and/or any other member of the OmniLit Company Group, on the one hand, and R&GXxxxxxxxxx, 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 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 the Company BCSA or BCSA Sponsor prior to the Closing with OmniLit or the Sponsor 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 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.

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 or the Seller. In addition, the Parties further agree that MxXxxxxxx Will & Exxxx LLP will be permitted to represent the Buyer Committee contemplated by Section 1.11 in connection with the records or email server taking of any necessary action and the making of any necessary decision on behalf of Buyer as contemplated by Section 1.11. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] The Parties have duly executed and delivered this Agreement as of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any Signing Date. BUYER: 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 parties after Signing Date. SELLER: 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 Exhibit A Definitions As used herein, the Closing, and OmniLit and following terms will have 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.following meanings:

Conflicts and Privilege. (a) OmniLit 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 SPAC or the Surviving CorporationCompany) (collectively, the “OmniLit Omni Group”), on the one hand, and (yii) the Surviving Corporation Company and/or any member of the Company GroupGroup Company, on the other hand, any legal counsel, including Ropes Winston & Gray Xxxxxx LLP (“R&GW&S”), that represented OmniLit SPAC and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Omni 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 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 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 Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) Transactions between or among OmniLitSPAC, the Sponsor and/or any other member of the OmniLit Omni 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 Omni 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 CorporationCompany. 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 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 Proceeding 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 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 Omni Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Omni Group, on the other hand, then the Surviving Corporation Company and/or any member of the Group Company Group 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 Omni Group shall be permitted to waive its attorney-client privilege with respect to such confidential communications without the Surviving Company’s prior written consent. 107

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 ACE Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company ASC 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 ACE 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 ACE 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 ACE 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.

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 MRAC Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Enjoy Group, on the other hand, any legal counsel, including Ropes Weil, Gotshal & Gray Xxxxxx LLP (“R&GWeil”), that represented OmniLit Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit MRAC 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 MRAC Group, on the one hand, and R&GWeil, 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 MRAC 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.