Common use of Conflicts and Privilege Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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 It is acknowledged 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 each of the parties after the Closing, hereto that Gibco and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including WAB have retained ▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“O& ▇▇▇▇▇▇▇▇ LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. and ▇▇▇▇▇▇▇▇ Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that represented 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 AB 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 (a) the Company prior shall not, and from and after the Second Step Closing shall cause AB not to, seek to the Closing may represent have any Existing Counsel disqualified from representing Gibco or AB or any member of the Company AB Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute (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 the Company and/or AB or any member of the Company AB Group, on the one hand, and O▇▇▇▇▇Walgreens, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)or, the attorney/client privilege from and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and shall Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not pass AB or any member of the AB Group) will have the sole and exclusive right to decide whether or be claimed not to waive any attorney-client or controlled by other applicable privilege that may apply to any communications between Gibco, AB or any other member of the Surviving Corporation. Notwithstanding the foregoing, AB Group and any privileged communications Existing Counsel that occurred on or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Second Step Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

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

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

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

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

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

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

Conflicts and Privilege. (a) OmniLit The Parties agree that, notwithstanding the fact that Celine & Partners, PLLC (“Celine”) may have, prior to Initial Closing, jointly represented SPAC and Sponsor in connection with this Agreement, other Transaction Documents and the CompanyTransactions, on behalf and has also represented SPAC, Sponsor and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Celine will be permitted in the future, after the Initial Closing, to represent Sponsor or its Affiliates in connection with matters in which such Persons are adverse to PubCo, the Surviving Company or any of their respective successors Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, PubCo, and assigns the Merger Subs hereby agree, in advance, to waive (includingand to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with C▇▇▇▇▇’s future representation of one or more of Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of PubCo, after the ClosingSurviving Company, the Surviving Corporation), hereby agree thatand/or the Company or any of their respective Affiliates, in the event a dispute with respect including any matters that arise out of this Agreement or that are substantially related to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the to any prior representation by Celine of Sponsor, the stockholders SPAC 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, Sponsor shall be deemed the client of Celine 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 the one hand, Agreement and R&G, on the other hand (Transaction Documents. All such communications shall remain privileged after the “R&G Privileged Communications”), Initial Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the OmniLit Group after the ClosingSponsor, shall be controlled by Sponsor and shall not pass to or be claimed by PubCo or controlled Surviving Company; provided, further, that nothing contained herein shall be deemed to be a waiver by the PubCo, Surviving Corporation. Notwithstanding the foregoing, any privileged communications Company 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 Affiliates of any applicable privileges or assigns, agree protections that no Person can or 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 be asserted to prevent disclosure of any such communications to such any third party of R&G Privileged Communicationparty. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“O▇▇▇▇▇”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)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 DUET Projects Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the Company Fenix360 Group, on the other hand, any legal counsel, including Ropes N▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Gray S▇▇▇▇▇▇▇▇▇▇ LLP (“R&GN▇▇▇▇▇ ▇▇▇▇▇▇▇”), H▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇▇ LP, 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, DUET 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 DUET Projects Group, on the one hand, and R&GN▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 DUET Projects Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationAcquiror) (collectively, the “Company Fenix360 Group”), on the one hand, and (yii) the Surviving Corporation Acquiror and/or any member of the OmniLit DUET Projects Group, on the other hand, any legal counsel, including WLucosky B▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“O▇▇▇▇▇LB”) ), that represented the Company prior to the Closing may represent any member of the Company Fenix360 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationAcquiror and the Company, on behalf of their respective successors and assigns, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Fenix360 Group, on the one hand, hand and O▇▇▇▇▇LB, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the Company Fenix360 Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

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

Conflicts and Privilege. (a) OmniLit SPAC and the Company, Acquisition Entities hereby agree on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (including, after the Closingall such parties, the Surviving Corporation“Company Counsel Waiving Parties”), hereby agree that, in that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP (“SRFC”) may represent the event a dispute with respect to this Agreement equityholders of the Company 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 SPAC, the Surviving CorporationAcquisition Entities or their respective Subsidiaries) (collectively, the “OmniLit Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Company Counsel Waiving Parties, and each of SPAC, the Acquisition Entities and the Company on behalf of itself and the Company Counsel Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to ▇▇▇▇▇▇▇▇▇ or SRFC prior representation of the Company, its Subsidiaries or of Company Counsel Waiving Parties. SPAC, the Acquisition Entities and the Company, for itself and the Company Counsel 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 Counsel WP Group, on the one hand, and (y) the Surviving Corporation and/or any member each of the Company Group▇▇▇▇▇▇▇▇▇ and SRFC, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor made 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 Documents or the transactions 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 following the Closing, and R&Ginstead survive, on remain with and are controlled by the other hand Company Counsel WP Group (the “R&G Company Counsel Privileged Communications”), without any waiver thereof. SPAC, 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 Acquisition Entities 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 Company Counsel 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 after the Closing, and OmniLit SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the R&G Company 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 CommunicationTransactions. (b) OmniLit Each of SPAC, the Acquisition Entities and the Company, Company hereby agrees on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (including, after the Closingall such parties, the Surviving Corporation“SPAC Counsel Waiving Parties”), hereby agree that, in that ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) and Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Fasken”) may represent the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company SPAC Counsel WP Group”), on in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the one handTransactions contemplated hereby or thereby, notwithstanding its prior representation of SPAC and (y) its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Surviving Corporation and/or any member of Acquisition Entities and the OmniLit GroupCompany, on behalf of itself and the SPAC Counsel Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other hand, any legal counsel, including W▇▇▇▇ Oobjection arising from or relating to ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ LLP (“Oor ▇▇▇▇▇”) ▇’s prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, for itself and the SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that represented all privileged communications, written or oral, between SPAC or its Subsidiaries, or any other member of the Company SPAC Counsel WP Group, on the one hand, and each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Fasken, on the other hand, made prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationClosing, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions Transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to SPAC, PubCo or the Company and/or any member of following the Company Group, on the one handClosing, and O▇▇▇▇▇instead survive, on remain with and are controlled by the other hand SPAC Counsel WP Group (the “O▇▇▇▇▇ SPAC Counsel Privileged Communications”), without any waiver thereof. SPAC, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Acquisition Entities 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 O▇▇▇▇▇ SPAC Counsel Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective SPAC and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ SPAC Counsel Privileged Communications, by virtue of the MergersTransactions.

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

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 Related Persons (including, after the ClosingAcquisition Closing Date, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Acquisition Closing Date between or among (x) the Sponsor, the stockholders equityholders of SPAC or holders the equityholders of other equity interests of OmniLit or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than SPAC, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries) (collectively, the “OmniLit Sponsor Group”), on the one hand, and (y) SPAC, the Surviving Corporation Subsidiary Corporation, any Company Subsidiary and/or any member of the Company Grouptheir Related Persons, on the other hand, any legal counsel, including Ropes ▇▇▇▇▇▇▇▇▇ Will & Gray ▇▇▇▇▇ LLP (“R&G▇▇▇▇▇▇▇▇▇”), that represented OmniLit SPAC and/or any member of the Sponsor Group prior to the Acquisition Closing Date 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 persons may be directly adverse to SPAC, the Surviving Subsidiary Corporation, any Company Subsidiary and/or any of their Related Persons and even though such counsel may have represented OmniLit SPAC and/or any member of the Sponsor Group in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC, the Surviving Corporation Subsidiary Corporation, any Company Subsidiary and/or any member of the SponsorSponsor Group. OmniLit SPAC and the Company, on behalf of their respective successors and assigns and their Related Persons (including, after the ClosingAcquisition Closing Date, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries), further agree that, as to all legally privileged communications prior to the Acquisition Closing Date (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among OmniLit, the Sponsor SPAC and/or any other member of the OmniLit Sponsor Group, on the one hand, and R&G▇▇▇▇▇▇▇▇▇, on the other hand (the “R&G Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Acquisition Merger and belong to the OmniLit Sponsor Group after the ClosingAcquisition Closing Date, and shall not pass to or be claimed or controlled by SPAC, 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 Subsidiary 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. (b) OmniLit Each of the parties hereto, on its own behalf and the Company, on behalf of their respective successors and assigns its Related Persons (including, after the ClosingAcquisition Closing Date, the Surviving CorporationSubsidiary Corporation and the Company Subsidiaries), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Acquisition Closing Date between or among (x) the stockholders or holders of other equity interests equityholders of the Company and and/or or any of their respective directors, members, partners, officers, employees or Affiliates affiliates (other than the Surviving Subsidiary Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Domesticated SPAC, the Surviving Subsidiary Corporation and/or or any member of the OmniLit Grouptheir Subsidiaries or affiliates, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“O▇▇▇▇▇▇”) ), that represented the Company prior to the Acquisition Closing Date may represent any member of the Company Group in such dispute even though the interests of such Persons persons may be directly adverse to the Domesticated SPAC or the Surviving Corporation, Subsidiary Corporation or the Company Subsidiaries and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Domesticated SPAC or the Surviving CorporationSubsidiary Corporation or the Company Subsidiaries. SPAC and the Company, on behalf of their respective successors and assigns and their Related Persons (including, after the Acquisition Closing Date, the Surviving Subsidiary Corporation and the Company Subsidiaries), further agree that, as to all legally privileged communications prior to the Acquisition Closing Date (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or or any member of the Company Group, on the one hand, and O▇▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)hand, the attorney/-client privilege and the expectation of client confidence shall survive the Acquisition Merger and belong to the Company Group after the ClosingAcquisition Closing Date, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications Domesticated SPAC or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Subsidiary 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 O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

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

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

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

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), Company 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 Acquiror, Merger Sub and/or 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 GroupCompany, on the other hand, any legal counsel, counsel (including Ropes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Gray ▇▇▇▇ LLP (“R&G”), and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented OmniLit Acquiror and/or the Sponsor prior to the Closing (“Prior Acquiror Counsel”) may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons Sponsor 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 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) All communication between or among OmniLit, the Sponsor and/or any other member of the OmniLit GroupPrior Acquiror Counsel, on the one hand, and R&Gthe Acquiror, Merger Sub or Sponsor, on the other hand (hand, shall remain privileged after the “R&G Privileged Communications”), Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the OmniLit Group after Sponsor, shall be controlled by the Closing, Sponsor and shall not pass to or be claimed by Company, the Acquiror or controlled by the Surviving CorporationCorporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit Acquiror or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit Company following the Closing. (b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of the Acquiror and the CompanyView Companies, together with that all communications in any form or format whatsoever between or among any of Prior Acquiror Counsel, the Acquiror, Merger Sub or the Sponsor, or any of their respective AffiliatesRepresentatives that relate in any way to the negotiation, Subsidiaries, successors or assigns, agree that no Person may use or rely on any documentation and consummation of the R&G Privileged CommunicationTransactions or, whether located in beginning on the records date of this Agreement, any dispute arising under this Agreement (collectively, the “Acquiror Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or email server of be claimed by the OmniLit, Surviving Corporation Acquiror or their respective Subsidiaries, in any Action against or involving any of the parties View Companies after the Closing, and OmniLit . All Acquiror Deal Communications that are attorney-client privileged (the “Privileged Acquiror Deal Communications”) shall remain privileged after the Closing and the Company agree privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to assert or be claimed by the Acquiror or the View Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any privilege has been waived as of its Affiliates of any applicable privileges or protections that can or may be asserted to the R&G Privileged Communication, by virtue prevent disclosure of the Mergers. any such communications to any third party. (c) Notwithstanding the foregoing, if in the event that a dispute arises after between the Closing between Acquiror or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group)View Companies, on the one hand, and a third party other than (and unaffiliated with) the OmniLit GroupSponsor, on the other hand, then the Surviving Corporation and/or any member of the Company Group Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged Acquiror Deal Communications to such third party party. In the event that the Acquiror or the View Companies is legally required by governmental order or otherwise to access or obtain a copy of R&G all or a portion of the Privileged CommunicationAcquiror Deal Communications, the Acquiror shall immediately (and, in any event, within two (2) Business Days) notify Sponsor in writing (including by making specific reference to this Section 10.18) so that Sponsor can seek a protective order and the Acquiror and the View Companies agree to use all commercially reasonable efforts to assist therewith. (bd) OmniLit To the extent that files or other materials maintained by Prior Acquiror Counsel constitute property of its clients, only Sponsor shall hold such property rights and the Company, on behalf Prior Acquiror Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Acquiror Deal Communications by reason 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 any attorney-client relationship between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”)Prior Acquiror Counsel, on the one hand, and (y) the Surviving Corporation and/or Acquiror or any member of View Companies after the OmniLit GroupClosing, on the other handhand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and the Acquiror and the View Companies after the Closing, (i) to the extent that the Acquiror or, after the Closing, the View Companies receives or takes physical possession of any legal counselAcquiror Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither the Acquiror nor the View Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Acquiror Deal Communications, including Wby way of review of any electronic data, communications or other information, or by seeking to have Acquiror or any View Company waive the attorney-client or other privilege, or by otherwise asserting that the Acquiror or the View Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Acquiror Deal Communications from Prior Acquiror Counsel so long as such Acquiror Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the Parties hereto acknowledges and agrees that Skadden, Arps, Slate, ▇▇▇▇ O▇▇▇▇▇ ▇▇& ▇▇▇▇ LLP (“O▇▇▇▇▇Prior Company Counsel”) that represented has acted as counsel to the Company prior in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, the Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the View Companies after the Closing may represent to irrevocably waive and agree not to assert, any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the View Companies (collectively, the “Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications Advised Parties”) prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

Conflicts and Privilege. (a) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (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, M▇▇▇▇▇▇ & Gray F▇▇▇ (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. (b) OmniLit Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (xi) the stockholders stockholders, shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company H2B2 Group”), on the one hand, and (yii) the Surviving Corporation and/or any member of the OmniLit RMG Group, on the other hand, any legal counsel, including W▇▇▇▇ OL▇▇▇▇▇ & W▇▇▇▇▇▇ LLP (“O▇▇▇▇▇Latham”) that represented the Company prior to the Closing may represent any member of the Company H2B2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit Acquiror and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company H2B2 Group, on the one hand, and O▇▇▇▇▇Latham, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company H2B2 Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

Conflicts and Privilege. (a) OmniLit SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), ▇▇▇▇▇▇▇ Parties 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 Surviving Corporation or 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▇▇▇▇▇▇▇ Company, on the other hand, any legal counsel, including Ropes that Shearman & Gray Sterling LLP (“R&G”), or any of its successors that represented OmniLit and/or SPAC or the Sponsor prior to the Closing (“Prior SPAC Counsel”)) may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons the Sponsor may be directly adverse to those of 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 the Surviving Corporation and/or SPAC 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) All communication between or among OmniLit, the Sponsor and/or any other member of the OmniLit GroupPrior SPAC Counsel, on the one hand, and R&Gthe Surviving Corporation or the Sponsor, on the other hand (hand, shall remain privileged after the “R&G Privileged Communications”), Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the OmniLit Group after Sponsor, shall be controlled by the Closing, Sponsor and shall not pass to or be claimed by any ▇▇▇▇▇▇▇ Party or controlled by the Surviving CorporationCorporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the any ▇▇▇▇▇▇▇ Company prior to the Closing with OmniLit SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of such ▇▇▇▇▇▇▇ Company following the Surviving Corporation. OmniLit Closing. (b) Each of the ▇▇▇▇▇▇▇ Parties further agrees, on behalf of itself and its Affiliates, that, after the CompanyClosing, together with all communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or the Sponsor, or any of their respective AffiliatesRepresentatives that relate in any way to the negotiation, Subsidiariespreparation, successors execution, authorization or assigns, agree that no Person may use performance of this Agreement and the Ancillary Agreements or rely on any the consummation of the R&G Privileged CommunicationTransactions or, whether located in beginning on the records date of this Agreement, any dispute arising under this Agreement (collectively, the “SPAC Deal Communications”) shall be deemed to be retained and owned by the Sponsor, shall be controlled by the Sponsor and shall not pass to or email server of be claimed by any ▇▇▇▇▇▇▇ Company or the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit . All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the Company agree not to assert that any privilege has been waived as and the expectation of client confidence relating thereto shall belong solely to the R&G Privileged CommunicationSponsor, shall be controlled by virtue the Sponsor and shall not pass to or be claimed by any ▇▇▇▇▇▇▇ Company or the Surviving Corporation after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of the Mergers. its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, if in the event that a dispute arises after the Closing between any ▇▇▇▇▇▇▇ Company 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)Corporation, on the one hand, and a third party other than (and unaffiliated with) the OmniLit GroupSponsor, on the other hand, then the Surviving Corporation and/or any member of the Company Group Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party party, and no ▇▇▇▇▇▇▇ Company nor the Surviving Corporation may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of R&G the Sponsor. In the event that any ▇▇▇▇▇▇▇ Company or the Surviving Corporation is legally required by Governmental Order to access or obtain a copy of all or a portion of the Privileged CommunicationSPAC Deal Communications, PubCo shall, as promptly as practicable (and, in any event, within two Business Days after becoming aware thereof) notify the Sponsor in writing (including by making specific reference to this Section 12.18) so that the Sponsor can seek a protective order; provided, further, that the ▇▇▇▇▇▇▇ Companies and the Surviving Corporation agree to use all commercially reasonable efforts to assist therewith. (bd) OmniLit To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only the Sponsor shall hold such property rights, and the Company, on behalf Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason 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 any attorney-client relationship between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”)Prior SPAC Counsel, on the one hand, and (y) any ▇▇▇▇▇▇▇ Company or the Surviving Corporation and/or any member of after the OmniLit GroupClosing, on the other hand, any legal counsel, including Wso long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) ▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“Oagrees, on behalf of itself and each of the ▇▇▇▇▇▇▇ Companies and the Surviving Corporation after the Closing, (i) to the extent that the Surviving Corporation or any ▇▇▇▇▇▇▇ Company after the Closing receives or takes physical possession of any SPAC Deal Communications, (A) such physical possession or receipt shall not, in any way, be deemed a waiver by the Sponsor or any other Person of the privileges or protections described in this Section 12.18, and (B) none of the ▇▇▇▇▇▇▇ Companies nor the Surviving Corporation after the Closing shall assert any claim that the Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Surviving Corporation or any ▇▇▇▇▇▇▇ Company waive the attorney-client or other privilege, or by otherwise asserting that the Surviving Corporation or any ▇▇▇▇▇▇▇ Company after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the Parties acknowledges and agrees that Dechert LLP (“Prior Company Counsel”) that represented the Company prior has acted as counsel to the Closing may represent any member ▇▇▇▇▇▇▇ Companies in various matters involving a range of the Company Group in such dispute even though the interests of such Persons may be directly adverse issues and as counsel to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made ▇▇▇▇▇▇▇ Companies in connection with the negotiation, preparation, execution, delivery authorization or performance of this Agreement and performance under, the Ancillary Agreements and the consummation of the Transactions. In connection with any matter or any dispute or Action arising out of or relating to, under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any Ancillary Agreements conflict of interest arising from or the transactions contemplated hereby or therebyin connection with (i) between or among the Prior Company and/or any member Counsel’s prior representation of the Company Group, on the one hand, and O▇▇▇▇▇, on ▇▇ Companies and (ii) Prior Company Counsel’s representation of any member of the other hand (the “O▇▇▇▇▇▇▇ Privileged Communications”)Companies (collectively, the attorney/client privilege “Company Advised Parties”) prior to and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

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

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

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationHoldco), 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-SPAC 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 LLP including, ▇▇▇▇ ▇▇▇▇▇▇▇▇ (“R&GPH”), 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 CorporationHoldco), 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, PH 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 Holdco, SPAC 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 Communication. (b) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CorporationHoldco), hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and or any member of the Company Group, or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) Affiliates, including Holdco and SPAC Merger Sub (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ White & Case LLP (“O▇▇▇▇▇W&C”) that represented the Company Company, Holdco or SPAC Merger Sub prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, Holdco or SPAC Merger Sub or any of their respective Subsidiaries, and even though such counsel may have represented OmniLit and/or the Company Company, Holdco, SPAC Merger Sub or any of their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, Holdco, SPAC Merger Sub or any of their respective Subsidiaries. The Parties, on behalf of their respective successors and assigns (including, after the Closing, Holdco), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Legal Proceeding arising out of or relating to, this Agreement, any Ancillary the Transaction Agreements or the transactions contemplated hereby or therebyTransactions) between or among the Company and/or Company, Holdco, SPAC Merger Sub or any member of the Company Group, on the one hand, and O▇▇▇▇▇W&C, on the other hand (collectively, the “O▇▇▇▇▇ Company Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationSPAC Group or their respective Subsidiaries or Affiliates. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the Company Group may use or rely on any of the O▇▇▇▇▇ Company Privileged Communications, whether located in the records or email server of the OmniLitCompany, Surviving Corporation Holdco, SPAC 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 O▇▇▇▇▇ Company Privileged Communications, by virtue of the Mergers.

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 Purchaser and the Company agree and acknowledge that they shall not seek to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wcause ▇▇▇▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“O▇▇▇▇▇”or any of its current or former partners or employees) that represented to reveal to the Purchaser, the Company or any other person any information obtained in connection with such firm’s representation of the Company prior to the Closing may represent any member and protected by the attorney-client privilege of the Company Group where such information is being sought in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such disputeanticipation of, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiationwith, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or potential dispute between the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company GroupSeller, on the one hand, and Othe Purchaser and the Company on the other, including, without limitation, any dispute arising out of this Agreement, absent a written authorization signed by Seller. Purchaser and the Company each acknowledge and agree that Seller will be entitled to retain the services of ▇▇▇▇▇, on the other hand (the “O▇▇ ▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the OBoult ▇▇▇▇▇▇▇▇ Privileged Communications, whether located LLP as its attorneys in the records event of any dispute between Purchaser or email server of the OmniLitCompany, Surviving Corporation on the one hand, and Seller or their respective Subsidiariesits affiliates (other than the Company), in any Action against on the other hand, concerning this Agreement or involving any of the parties after transactions contemplated herein or otherwise involving the Company, notwithstanding such firm’s prior representation of the Company, and the Purchaser and the Seller each hereby waive any conflict of interest presented by such representation. Purchaser, the Company and Seller agree that there existed prior to the Closing a common interest between the Company and Seller, which common interest will continue subsequent to the Closing, in the files generated and OmniLit and the Company agree not to assert that any privilege has been waived as to the Omaintained by ▇▇▇▇▇▇▇ Privileged Communications, by virtue ▇▇▇▇▇ Boult ▇▇▇▇▇▇▇▇ LLP in connection with such firm’s representation of the MergersCompany prior to the Closing. Accordingly, the Purchaser and the Company agree that subsequent to the Closing Date the Seller may have access to such files, and may consult with the partners and employees and former partners and employees of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Boult ▇▇▇▇▇▇▇▇ LLP having knowledge of such files and the related matters with respect to such files and such matters without in any way waiving any attorney-client communication, attorney work-product, or any other privileges. Seller hereby waives any conflicts of interest which may be presented by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Boult ▇▇▇▇▇▇▇▇ LLP’s representation of the Company after the Closing Date with respect to matters for which such firm was providing representation to the Company prior to the Closing Date.

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

Conflicts and Privilege. (a) OmniLit The Parties acknowledge and the Companyagree, on behalf of their respective successors and assigns (includingassigns, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Merger arises after the Closing between or among (xi) the Sponsor, the former stockholders or holders of other equity interests of OmniLit or the Sponsor Company and/or any of their the foregoing Persons’ respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Company Stockholder Group”), on the one hand, and (yii) the Surviving Corporation and/or Subsidiary, any of the Parent Parties or any member of the Company Parent Stockholder Group, on the other hand, any legal counsel, including Ropes K▇▇▇▇▇▇▇ & Gray E▇▇▇▇ LLP (“R&GK▇▇▇▇▇▇▇”), that represented OmniLit and/or the Sponsor Company or the Company Stockholder Group prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, Company Stockholder 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 Company in a matter substantially related to such dispute, or may be handling ongoing matters for Parent or the Surviving Corporation and/or the SponsorSubsidiary. 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 proceeding based upon, arising out of of, or relating to, this Agreement, any other Ancillary Agreements Agreement or the transactions contemplated hereby or therebyMerger) between the Company or among OmniLit, the Sponsor and/or any other member of the OmniLit Company Stockholder Group, on the one hand, and R&GK▇▇▇▇▇▇▇, on the other hand (the “R&G K▇▇▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger transactions contemplated hereby and belong to the OmniLit Company Stockholder Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationParent. Notwithstanding the foregoing, any privileged communications or information shared by the Company Parent prior to the Closing with OmniLit or another the Sponsor Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationParent. OmniLit and the CompanyParent, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G K▇▇▇▇▇▇▇ Privileged CommunicationCommunications, whether located in the records or email server of a Parent, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action proceeding against or involving any of the parties Parties after the Closing, and OmniLit and the Company agree P▇▇▇▇▇ agrees not to assert that any privilege has been waived as to the R&G K▇▇▇▇▇▇▇ Privileged CommunicationCommunications, by virtue of the Mergers. Notwithstanding transactions contemplated by this Agreement. (b) The Parties acknowledge and agree, on behalf of their respective successors and assigns, that in the foregoing, if event a dispute with respect to this Agreement or the Merger arises after the Closing between or among (i) the Surviving Corporation former stockholders or holders of other equity interests of Parent and/or any of its Subsidiaries or its or their the foregoing Persons’ respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Parent Stockholder Group”), on the one hand, and (yii) the Surviving Corporation and/or Subsidiary or any member of the OmniLit GroupParent Parties, on the other hand, any legal counsel, including WG▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“OT▇▇▇▇▇▇, LLP (“GT”) ), that represented Parent or the Company Parent Stockholders prior to the Closing may represent any member of the Company Parent Stockholder Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationParent, and even though such counsel may have represented OmniLit and/or the Company Parent in a matter substantially related to such dispute. Parent, or may be handling ongoing matters for the Surviving Corporationon behalf of its successors and assigns, further agree agrees 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 other Ancillary Agreements Agreement or the transactions contemplated hereby or therebyMerger) between or among the Company and/or any member of the Company Parent Stockholder Group, on the one hand, and O▇▇▇▇▇GT, on the other hand (the “O▇▇▇▇▇ GT Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger transactions contemplated hereby and belong to the Company Parent Stockholder Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationParent. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit the Company prior to the Closing with the Company Parent under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany. OmniLit and the The Company, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ GT Privileged Communications, whether located in the records or email server of Parent, the OmniLit, Surviving Corporation Company or their respective Subsidiaries, in any Action proceeding against or involving any of the parties Parties after the Closing, and OmniLit and the Company agree agrees not to assert that any privilege has been waived as to the O▇▇▇▇▇ GT Privileged Communications, by virtue of the Mergerstransactions contemplated by this Agreement.

Conflicts and Privilege. (a) OmniLit Each of the Purchaser Entities and the Companyeach Other Seller hereby acknowledges and agrees, on its own behalf and on behalf of its Affiliates, and each of their respective successors and assigns (including, after the Closingall such parties, the Surviving Corporation“Waiving Parties”), hereby agree thatthat (i) Torys LLP (including any successor thereto, in “Torys”) 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 SponsorSponsors, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of Golden Eagle LP and their respective directorsAffiliates, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) FC Group Entities (individually and collectively, the “OmniLit Sponsor Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company GroupFC Group Entities, on the other hand, any legal counselin connection with the sale process undertaken by the Sponsors and the other members of the Sponsor Group, including Ropes & Gray LLP the negotiation, preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and the consummation of the transactions contemplated hereunder or thereunder (such representation, the “R&GCurrent Representation”), that represented OmniLit and/or the Sponsor prior to the Closing and (ii) Torys may represent the Sponsor and/or Group or any other member of the OmniLit Sponsor Group or any director, shareholder, member, partner, officer or employee of any member of the Sponsor Group, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement and the other documents contemplated hereby and thereby and the consummation of the transactions contemplated hereby or thereby (any such dispute even though representation, the “Post-Closing Representation”), notwithstanding such representation (or any prior or continued representation) of the FC Group Entities and notwithstanding that the interests of such Persons may be directly adverse to the Surviving Corporationinterests of Powerfleet, the Other Sellers, the FC Group Entities or their affiliated Waiving Parties, 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 CompanyPowerfleet, on behalf of their respective successors itself and assigns its affiliated Waiving Parties, hereby consents thereto and irrevocably waives (including, after and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Powerfleet acknowledges that the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior foregoing provision applies whether or not Torys provides legal services 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 FC 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 Entities 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 CommunicationDate. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“O▇▇▇▇▇”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

Conflicts and Privilege. (a) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving 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 ▇▇▇▇▇▇▇, 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. (b) OmniLit and Each of the CompanyParties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree agrees that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and or any of their respective its directors, members, partners, officers, employees employees, or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit PACI Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“OBond ▇▇▇▇▇▇▇▇▇ (US) LLP (“WBD”) ), that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporationany Group Company, and even though such counsel may have represented OmniLit and/or the Company Group Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporationa Group Company. The Parties, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company Group, on the one hand, and O▇▇▇▇▇WBD, on the other hand (the “O▇▇▇▇▇ WBD Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporationany one Group Company or their Affiliates. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the CompanyThe Parties, together with any of their respective Affiliates, Subsidiaries, successors successors, or assigns, agree that no Person not in the Company Group may use or rely on any of the O▇▇▇▇▇ WBD Privileged Communications, whether located in the records or email server of PACI, 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 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 O▇▇▇▇▇ WBD Privileged Communications, by virtue of the MergersMerger.

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

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 ▇▇▇▇▇ ▇▇▇▇▇ 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 of R&G Privileged Communication. (b) OmniLit and the Companyparty; provided, on behalf of their respective successors and assigns (includinghowever, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of that the Company and any may not waive such privilege without the prior written consent of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one handSeller. This Section 12.17 will be irrevocable, and (y) the Surviving Corporation and/or any member no term of the OmniLit Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“O▇▇▇▇▇”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons this Section 12.17 may be directly adverse to the Surviving Corporationamended, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such disputewaived, or may be handling ongoing matters for modified, without 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 written consent of Seller and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the MergersBuyer.

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

Conflicts and Privilege. (a) OmniLit Buyers and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby Seller agree that, in the event a dispute with respect to this Agreement notwithstanding any current or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders prior representation 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 Seller or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including Wby ▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“O▇▇▇▇▇TE”), TE will be allowed to represent Seller or any of its Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers and their Affiliates (including, after the Closing, the Transferred Company) that represented either are existing on the Company prior date hereof or that arise in the future and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their Affiliates (including, after the Closing, the Transferred Company) to, (a) waive any claim they have or may have that TE has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyers or any of their Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand), TE may represent any member of the Company Group Seller or such Affiliate in such dispute even though the interests of Seller or such Persons Affiliate may be directly adverse to Buyers or their Affiliates (including the Surviving Corporation, Transferred Company) and even though such counsel TE may have represented OmniLit and/or the Transferred Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers or the Surviving CorporationTransferred Company. Buyers further agree, further agree and agrees to cause their Affiliates (including, after the Closing, the Transferred Company) to agree, that, as to all legally privileged communications among TE and Seller and its Affiliates (including, prior to the Closing (made Closing, the Transferred Company) that relate in connection with any way to the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, Transaction contemplated by this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”), the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closingbelongs to, and shall may be controlled by, Seller and will not pass to or be claimed by Buyers or controlled by their Affiliates (including, after the Surviving CorporationClosing, the Transferred Company). Accordingly, none of Buyers or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under if 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 O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation dispute arises between Parent or their respective Subsidiaries, in any Action against Affiliates (including Holdings or involving any of the parties Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may assert the attorney-client privilege to prevent disclosure of confidential communications by TE to such third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and OmniLit and no term of this Section 7.11 may be amended, waived or modified, without the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue prior written consent of the MergersTE.

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 K▇▇▇▇▇▇▇ & Gray E▇▇▇▇ LLP (“R&GK&E”)) and A▇▇▇▇▇▇, 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 A▇▇▇▇▇▇, 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. (b) 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 stockholders shareholders or holders of other equity interests of the Company and or any of their respective directors, members, partners, officers, employees or Affiliates (other than PubCo or the Surviving Corporation) (collectively, the “Company 10P Group”), on the one hand, and (y) the Surviving Corporation and/or or any member of the OmniLit ACE Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP (“O▇▇▇▇▇Skadden”) and Mourant that represented the Company prior to the Acquisition Closing may represent any member of the Company 10P Group in such dispute even though the interests of such Persons may be directly adverse to PubCo and the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo and the Surviving Corporation. The Company, SPAC and the Acquisition 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 the Company and/or or any member of the Company 10P Group, on the one hand, and O▇▇▇▇▇Skadden or Mourant, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Mergers and belong to the Company 10P 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 OmniLit SPAC or Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of PubCo or the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

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 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP and Torys LLP) that represented SPAC, the Sponsor and/or any other member of the SPAC Group prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the SPAC Group and shall be controlled by the SPAC Group, and shall not pass to or be claimed or controlled by SPAC (after giving effect to the Closing) and the Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with 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 New SPAC. (b) SPAC 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 therebyNew SPAC) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Closing between or among (x) the stockholders Company Shareholders or holders of other equity interests of the Company and and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation New SPAC and/or any member of the OmniLit SPAC Group, on the other hand, any legal counsel, counsel (including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“Oand ▇▇▇▇▇”▇▇ ▇▇▇▇▇ LLP) that represented the Company and/or any member of the Company Group prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationNew SPAC, and even though such counsel may have represented OmniLit SPAC and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for New SPAC. SPAC and 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 the Company and/or any member of the Company Group, on the one hand, and Olegal counsel (including ▇▇▇▇▇ ▇▇▇▇▇, on the other hand (the “O▇▇ LLP and ▇▇▇▇▇▇▇ Privileged Communications”)▇▇▇▇▇ LLP) that represented the Company prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the Company Group after and shall be controlled by the ClosingCompany Group, and shall not pass to or be claimed or controlled by the Surviving CorporationSPAC, New SPAC or the Company. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC prior to the Closing with any member of the Company Group under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the MergersNew SPAC.

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

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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Gray ▇▇▇▇▇▇▇▇▇▇ LLP (“R&G▇▇▇▇▇▇▇”), 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 ▇▇▇▇▇▇ 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. (b) 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 stockholders shareholders or holders of other equity interests of the Company and or any of their respective directors, members, partners, officers, employees or Affiliates (other than Merger Sub or the Surviving CorporationEntity) (collectively, the “Company NOV Group”), on the one hand, and (y) the Surviving Corporation and/or Entity or any member of the OmniLit CG Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇& ▇▇▇▇▇ LLP (“O▇▇▇▇▇A&O”) that represented the Company prior to the Closing may represent any member of the Company NOV Group in such dispute even though the interests of such Persons may be directly adverse to Merger Sub and the Surviving CorporationEntity, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Merger Sub and the Surviving CorporationEntity. The Company, CGAC and Merger Sub, on behalf of their respective successors and assigns (including, after the Closing, 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 Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company NOV Group, on the one hand, and O▇▇▇▇▇A&O, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company NOV Group after the Closing, and shall not pass to or be claimed or controlled by CGAC, Merger Sub or the Surviving CorporationEntity. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit CGAC or the Sponsor prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of Merger Sub or the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the MergersEntity.

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

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

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

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 C▇▇▇▇▇ 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 O▇▇▇▇, 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. (b) OmniLit The Company, SPAC and the CompanyMerger Subs, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders shareholders or holders of other equity interests of the Company and or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Surviving CorporationCompany) (collectively, the “Company YSB Group”), on the one hand, and (y) the Surviving Corporation and/or Company or any member of the OmniLit SMH Group, on the other hand, any legal counsel, including W▇▇▇▇▇ O▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇ (“WSGR”) and M▇▇▇▇▇ and Calder (Hong Kong) LLP (“OM▇▇▇▇▇”) that represented the Company prior to the Closing may represent any member of the Company YSB Group in such dispute even though the interests of such Persons may be directly adverse to the Company and the Surviving CorporationCompany, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company and the Surviving CorporationCompany. The Company, SPAC and the Merger Subs, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company and/or or any member of the Company YSB Group, on the one hand, and OWSGR or M▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger Closing and belong to the Company YSB Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC or Sponsor prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Company or the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

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

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

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

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

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

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 ▇▇▇▇▇▇ 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 CommunicationCommunications, 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. (b) 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 stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Company Kin Group”), on the one hand, and (yii) the Surviving Corporation Company and/or any member of the OmniLit Omni Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“O▇▇▇▇▇Latham”) that represented the Company prior to the Closing may represent any member of the Company Kin 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 and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements Documents or the transactions contemplated hereby or thereby) Transactions between or among the Company and/or any member of the Company Kin Group, on the one hand, and O▇▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Kin Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit SPAC prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving 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 O▇▇▇▇▇▇ Privileged Communications, 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 O▇▇▇▇▇▇ Privileged Communications, by virtue of the MergersMerger.

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