Exhibit 1.1

30,000,000 Shares

ACCELEVATION HOLDINGS CORP.

CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE

UNDERWRITING AGREEMENT

September 29, 2026

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Accelevation Holdings Corp., a Delaware corporation (the “Company”), proposes to

issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for

whom Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P. Morgan Securities LLC are

acting as representatives (the “Representatives”) and certain shareholders of the Company (the

“Selling Shareholders” and each a “Selling Shareholder”) named in Schedule I hereto

severally propose to sell to the several Underwriters, an aggregate of 30,000,000 shares (the

“Firm Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the

“Class A Common Stock”), of which 10,000,000 shares are to be issued and sold by the

Company and 20,000,000 shares are to be sold by the Selling Shareholders, each Selling

Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I

hereto.

The Selling Shareholders also propose to sell to the several Underwriters not more than

an additional 4,500,000 shares of Class A Common Stock (collectively, the “Additional

Shares”), if and to the extent that the Representatives shall have determined to exercise, on

behalf of the Underwriters, the right to purchase such Additional Shares granted to the

Underwriters in Section 3. The Firm Shares and the Additional Shares are hereinafter

collectively referred to as the “Shares.” The shares of Class A Common Stock and Class B

common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) to

be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to

collectively as the “Common Stock.” The Company and the Selling Shareholders are hereinafter

sometimes collectively referred to as the “Sellers.”

In anticipation of the offering contemplated by this Agreement, prior to the Closing Date

(as defined in Section 5), the Company will complete reorganization transactions as described in

the section titled “Organizational Structure–Organizational Transactions” in the Registration

Statement, the Time of Sale Prospectus and the Prospectus (each, as defined below) (the

“Organizational Transactions”).

On the date hereof, the business of the Company is conducted through Accelevation LLC,

a Delaware limited liability company (“Accelevation LLC”), and its subsidiaries. In connection

with the offering contemplated by this Agreement, the Organizational Transactions will occur

prior to the Closing Date, pursuant to which the Company will become the sole managing

member of Accelevation Holdings LLC (“Holdings LLC”), a newly formed direct parent entity

of Accelevation LLC. As the sole managing member of Holdings LLC, the Company will

operate and control all of the business and affairs of Holdings LLC and Accelevation LLC, and,

through Holdings LLC and its subsidiaries, conduct its business. The documents set forth on

Schedule IV hereto, which have been, or will be, amended and restated or entered into, as

applicable, pursuant to the Organizational Transactions, are referred to as the “Transaction

Documents.” The Company and Accelevation LLC are each referred to herein as an

“Accelevation Party” and collectively referred to herein as the “Accelevation Parties.”

The Company has filed with the U.S. Securities and Exchange Commission (the

“Commission”) a registration statement on Form S-1 (File No. 333-298715), including a

preliminary prospectus, relating to the Shares. The registration statement, as amended at the time

it becomes effective, including the information (if any) deemed to be part of the registration

statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as

amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the

prospectus in the form first used to confirm sales of Shares (or in the form first made available to

the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the

Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an

abbreviated registration statement to register additional shares of Common Stock pursuant to

Rule 462(b) under the Securities Act (a “Rule 462 Registration Statement”), then any reference

herein to the term “Registration Statement” shall be deemed to include such Rule 462

Registration Statement.

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in

Rule 405 under the Securities Act, “preliminary prospectus” shall mean each prospectus used

prior to the effectiveness of the Registration Statement, and each prospectus that omitted

information pursuant to Rule 430A under the Securities Act that was used after such

effectiveness and prior to the execution and delivery of this Agreement, “Time of Sale

Prospectus” means the preliminary prospectus contained in the Registration Statement at the

time of its effectiveness together with the documents, pricing information and the free writing

prospectuses, if any, set forth in Schedule III hereto, and “broadly available road show” means

a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has

been made available without restriction to any person. As used herein, the terms “Registration

Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include

the documents, if any, incorporated by reference therein as of the date hereof.

Morgan Stanley has agreed to reserve a portion of the Shares to be purchased by it under

this Agreement for sale to the Company’s directors, officers, employees and business associates

and other parties related to the Company (collectively, “Participants”), as set forth in each of the

Time of Sale Prospectus and the Prospectus

under the heading “Underwriters” (the “Directed Share Program”). The Shares to be sold by

Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the

Company, are referred to hereinafter as the “Directed Shares.” Any Directed Shares not

confirmed for purchase by any Participant by the end of the business day on which this

Agreement is executed will be offered to the public by the Underwriters as set forth in the

Prospectus.

1.Representations and Warranties of the Accelevation Parties. Each of the

Accelevation Parties, jointly and severally, represents and warrants to and agrees with each of

the Underwriters that:

(a)The Registration Statement has become effective, no stop order suspending the

effectiveness of the Registration Statement is in effect, and no proceedings for such

purpose or pursuant to Section 8A under the Securities Act are pending before or, to the

knowledge of the Accelevation Parties, threatened by the Commission.

(b)(i) The Registration Statement, when it became effective, did not contain and, as

amended or supplemented, if applicable, will not, as of the Closing Date or the Option

Closing Date (each, as defined below), as applicable, contain any untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein not misleading; (ii) the Registration Statement and the

Prospectus comply and, as amended or supplemented, if applicable, will comply in all

material respects with the Securities Act and the applicable rules and regulations of the

Commission thereunder; (iii) the Time of Sale Prospectus does not, and at the time of

each sale of the Shares in connection with the offering when the Prospectus is not yet

available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus,

as then amended or supplemented by the Company, if applicable, will not, contain any

untrue statement of a material fact or omit to state a material fact necessary to make the

statements therein, in the light of the circumstances under which they were made, not

misleading; (iv) each broadly available road show, if any, when considered together with

the Time of Sale Prospectus, does not contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading; and (v) the Prospectus, as of

its date, does not contain and, as amended or supplemented, if applicable, will not

contain, as of the Closing Date or the Option Closing Date, as applicable, any untrue

statement of a material fact or omit to state a material fact necessary to make the

statements therein, in the light of the circumstances under which they were made, not

misleading, except that the representations and warranties set forth in this paragraph do

not apply to statements or omissions in the Registration Statement, the Time of Sale

Prospectus or the Prospectus made in reliance upon and in conformity with information

relating to any Underwriter furnished to the Company in writing by, or on behalf of, such

Underwriter through the Representatives expressly for use therein, it being understood

and agreed that the

only such information furnished by any Underwriter consists of the Underwriter

Information (as defined in Section 11(b) of this Agreement).

(c)The Company is not an “ineligible issuer” in connection with the offering pursuant to

Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the

Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or

will be, filed with the Commission in accordance with the requirements of the Securities

Act and the applicable rules and regulations of the Commission thereunder. Each free

writing prospectus that the Company has filed, or is required to file, pursuant to Rule

433(d) under the Securities Act or that was prepared by or on behalf of or used or referred

to by the Company complies or will comply in all material respects with the requirements

of the Securities Act and the applicable rules and regulations of the Commission

thereunder. Except for the free writing prospectuses, if any, identified in Schedule III

hereto, and electronic road shows, if any, each furnished to the Representatives before

first use, the Company has not prepared, used or referred to, and will not, without the

Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.

(d)Each of the Accelevation Parties has been duly incorporated, is validly existing as a

corporation or a limited liability company, as applicable, is in good standing under the

laws of the State of Delaware, has the corporate or other business entity power and

authority to own or lease its property and to conduct its business as described in each of

the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly

qualified to transact business and is in good standing in each jurisdiction in which the

conduct of its business or its ownership or leasing of property requires such qualification,

except to the extent that the failure to be so qualified or be in good standing would not,

singly or in the aggregate, have a material adverse effect on the condition, financial or

otherwise, or on the earnings, business, operations or prospects of the Accelevation

Parties and their respective subsidiaries, taken as a whole or on the power or ability of the

Accelevation Parties to perform their obligations under this Agreement or to consummate

the transactions contemplated by each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus (a “Material Adverse Effect”).

(e)Each subsidiary of the Company has been duly incorporated, organized or formed, is

validly existing as a corporation or other business entity in good standing under the laws

of the jurisdiction of its incorporation, organization or formation (to the extent the

concept of good standing or any functional equivalent is applicable in such jurisdiction),

has the corporate or other business entity power and authority to own or lease its property

and to conduct its business as described in each of the Registration Statement, the Time

of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in

good standing in each jurisdiction (to the extent the concept of good standing or any

functional equivalent is applicable in such jurisdiction) in which the conduct of its

business or its ownership or leasing of property requires such qualification, except to the

extent that the failure to be so qualified or be in good standing would not, singly

or in the aggregate, have a Material Adverse Effect; all of the issued shares of capital

stock or other equity interests of each subsidiary of the Company have been duly and

validly authorized and issued, are fully paid and non-assessable and are owned directly or

indirectly by the Company, free and clear of all liens, encumbrances, equities or claims,

except for such liens, encumbrances, equities or claims that would not be, singly or in the

aggregate, material to the Accelevation Parties and their respective subsidiaries, taken as

a whole.

(f)Each of the documents listed on Schedule IV hereto and this Agreement, and the

performance of the Accelevation Parties and their respective obligations thereunder and

hereunder, have been duly authorized by all necessary corporate action and have been

duly executed and delivered by each of the Accelevation Parties, as applicable.

(g)The authorized capital stock of the Company and the authorized membership interests of

Accelevation LLC conform as to legal matters to the description thereof contained in

each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(h)The shares of Common Stock (including the Shares to be sold by the Selling

Shareholders) outstanding prior to the issuance of the Shares to be sold by the Company

have been duly authorized and are validly issued, fully paid and non-assessable. The

membership interests of Accelevation LLC outstanding prior to the consummation of this

offering have been, and the membership interests of Holdings LLC outstanding prior to

the consummation of this offering will be, duly authorized and are validly issued, fully

paid and non-assessable.

(i)The Shares have been duly authorized and, when issued, delivered and paid for in

accordance with the terms of this Agreement, will be validly issued, fully paid and non-

assessable, and the issuance of the Shares will not be subject to any preemptive or similar

rights.

(j)Neither the Accelevation Parties nor any of their respective subsidiaries are currently in

violation of, and the execution and delivery by the Accelevation Parties of, and the

performance by the Accelevation Parties of their obligations under, this Agreement and

the consummation of the transactions contemplated herein, including the Organizational

Transactions, will not contravene (i) any provision of applicable law, (ii) the certificate of

incorporation or bylaws of the Company or the certificate of formation or limited liability

company agreement of Accelevation LLC, (iii) any agreement or other instrument

binding upon the Accelevation Parties or any of their respective subsidiaries that is

material to the Accelevation Parties and their respective subsidiaries, taken as a whole, or

(iv) any judgment, order or decree of any governmental body, agency or court having

jurisdiction over the Accelevation Parties or any of their respective subsidiaries, except,

in the cases of clauses (i), (iii) and (iv) as would not, individually or in the aggregate,

have a Material Adverse Effect, and no consent, approval, authorization or order of, or

qualification with, any governmental body, agency or

court is required for the performance by the Accelevation Parties of their obligations

under this Agreement, except such as may be required by the securities or Blue Sky laws

of the various states or the rules and regulations of the Financial Industry Regulatory

Authority, Inc. (“FINRA”) in connection with the offer and sale of the Shares.

(k)There has not occurred any event, effect or circumstance that, individually or in the

aggregate, has involved or is reasonably likely to involve a material adverse change in the

condition, financial or otherwise, or in the earnings, business, operations or prospects of

the Accelevation Parties and their respective subsidiaries, taken as a whole, from that set

forth in the Time of Sale Prospectus. Other than the Organizational Transactions, there

have been no transactions entered into by the Accelevation Parties or any of their

respective subsidiaries, other than those in the ordinary course of business, which are

material with respect to the Accelevation Parties and their respective subsidiaries taken as

a whole. There has been no dividend or distribution of any kind declared, paid or made

by the Company on any class of its capital stock other than in connection with the

Organizational Transactions.

(l)There are no legal, governmental or regulatory investigations, actions, demands, claims,

suits, arbitrations or proceedings pending or, to the knowledge of the Accelevation

Parties, threatened to which the Accelevation Parties or any of their respective

subsidiaries or any officer or director of the Accelevation Parties is a party or to which

any of the properties or assets of the Accelevation Parties or any of their respective

subsidiaries or any officer or director of the Accelevation Parties is subject, other than

proceedings (i) accurately described in all material respects in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus and (ii) that would not, singly

or in the aggregate, have a Material Adverse Effect. There are no legal or governmental

proceedings that are required to be described in the Registration Statement, the Time of

Sale Prospectus or the Prospectus and are not so described; and there are no statutes,

regulations, contracts or other documents that are required to be described in the

Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as

exhibits to the Registration Statement that are not described or filed as required.

(m)Each preliminary prospectus filed as part of the Registration Statement as originally filed

or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities

Act, complied when so filed in all material respects with the Securities Act and the

applicable rules and regulations of the Commission thereunder.

(n)Neither of the Accelevation Parties is, and after giving effect to the offering and sale of

the Shares and the application of the proceeds thereof as described in each of the

Registration Statement, the Time of Sale Prospectus and the Prospectus, neither of the

Accelevation Parties will be, required to register as an “investment company” as such

term is defined in the Investment Company Act of 1940, as amended.

(o)Except as permitted under Regulation M under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), neither the Accelevation Parties nor any affiliate of the

Accelevation Parties has taken, directly or indirectly, any action designed to cause or

result in, or which has constituted or which would reasonably be expected to constitute,

the stabilization or manipulation of the price of any securities of the Company, to

facilitate the sale or resale of the Shares.

(p)(i) The Accelevation Parties and each of their respective subsidiaries (A) are and have

been in compliance with any and all applicable foreign, federal, state and local laws and

regulations relating to pollution, human health and safety, the environment (including,

without limitation, indoor or outdoor air, surface water, groundwater, drinking water

supply, sediment, land surface, or subsurface strata), natural resources, wildlife or

ecosystems, sustainability, or climate change, including, without limitation, laws and

regulations relating to the release or threatened release of, or exposure to, any chemical,

substance, material or waste that is regulated or defined as hazardous, toxic or

radioactive, or as a pollutant or contaminant, or words of similar meaning, in or under

any law or regulation, and any petroleum or petroleum products, asbestos-containing

materials, mold, or per- or polyfluoroalkyl substances, (“Hazardous Materials” and any

such laws or regulations, “Environmental Laws”), (B) hold all permits, licenses,

registrations, or other approvals required of them under applicable Environmental Laws

to conduct their respective businesses, (C) are and have been in compliance with all terms

and conditions of any such permit, license, registration or approval, and (D) have not

received, are not a party to, and are not aware of any pending or threatened

administrative, regulatory or judicial actions, suits, demands, demand letters, claims,

liens, notices of noncompliance or violation, notices of liability, investigations or

proceedings relating to any Environmental Law or any permit, license, registration or

other approval required thereunder; and (ii) there are no events or circumstances that have

formed the basis of, or would reasonably be expected to form the basis of, an order for

clean-up or remediation, or an action, suit or proceeding by any private party or

governmental body, against or affecting the Accelevation Parties or any of their

respective subsidiaries, relating to Hazardous Materials or any Environmental Laws,

except in the case of any and all of the foregoing (i) and (ii), as would not, singly or in the

aggregate, have a Material Adverse Effect.

(q)There are no costs or liabilities associated with Environmental Laws (including, without

limitation, any capital or operating expenditures required for clean-up; closure of

facilities or properties; compliance with Environmental Laws or any permit, license,

registration or other approval required thereunder; constraints on operating or production

activities; or any potential liabilities to third parties) which would, singly or in the

aggregate, have a Material Adverse Effect.

(r)There are no contracts, agreements or understandings between either of the Accelevation

Parties and any person granting such person the right to require the Accelevation Parties

to file a registration statement under the Securities Act with respect to any securities of

the Accelevation Parties or to require the Accelevation

Parties to include such securities with the Shares registered pursuant to the Registration

Statement except those contracts, agreements and understandings described in the

Registration Statement, Time of Sale Prospectus and the Prospectus.

(s)Neither the Accelevation Parties nor any of their respective subsidiaries or affiliates, nor

any director, officer, or employee thereof, nor, to the knowledge of the Accelevation

Parties, any agent or representative of the Accelevation Parties or of any of their

respective subsidiaries or affiliates, has taken or will take any action in furtherance of an

offer, payment, promise to pay, or authorization or approval of the payment, giving or

receipt of money, property, gifts or anything else of value, directly or indirectly, to any

person to improperly influence official action by that person for the benefit of the

Accelevation Parties or their respective subsidiaries or affiliates, or to otherwise secure

any improper advantage, or to any person in violation of (i) the U.S. Foreign Corrupt

Practices Act of 1977, (ii) the UK Bribery Act 2010, or (iii) any other applicable law,

regulation, order, decree or directive having the force of law and relating to bribery or

corruption (collectively, the “Anti-Corruption Laws”).

(t)The operations of the Accelevation Parties and each of their respective subsidiaries are

and have been conducted at all times in compliance with all applicable anti-money

laundering laws, rules, and regulations, including the financial recordkeeping and

reporting requirements contained therein, and including the Bank Secrecy Act of 1970,

applicable provisions of the USA PATRIOT Act of 2001, the Money Laundering Control

Act of 1986, and the Anti-Money Laundering Act of 2020 (collectively, the “Anti-

Money Laundering Laws”).

(u)(i) Neither the Accelevation Parties nor any of their respective subsidiaries, nor any

director, officer, employee, agent, affiliate, or representative of the Accelevation Parties

or any of their respective subsidiaries, is an individual or entity (“Person”) that is, or is

owned or controlled by one or more Persons that are:

(A)the subject of any sanctions administered or enforced

by the United States Government (including the U.S. Department of the

Treasury’s Office of Foreign Assets Control and the U.S. Department of

State), the United Nations Security Council, the European Union, His

Majesty’s Treasury, or any other relevant sanctions authority

(collectively, “Sanctions”), or

(B)located, organized or resident in a country or territory

that is the subject of comprehensive territorial Sanctions (including,

without limitation, the so-called Donetsk People’s Republic, the so-called

Luhansk People’s Republic, or any other Covered Region of Ukraine

identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, and

North Korea).

(ii)Each of the Accelevation Parties and their respective subsidiaries

(A) have not, since the more recent of April 24, 2019 or ten years prior to the date

of this Agreement, engaged in, (B) are not now engaged in, and (C) will not

engage in, any dealings or transactions with any Person, or in any country or

territory, that at the time of the dealing or transaction is or was, or whose

government is or was, the subject of Sanctions.

(iii)The Accelevation Parties will not, directly or indirectly, use the

proceeds of the offering, or lend, contribute or otherwise make available such

proceeds to any subsidiary, joint venture partner or other Person:

(A)to fund or facilitate any activities or business of or with

any Person or in any country or territory that, at the time of such funding

or facilitation, is, or whose government is, the subject of Sanctions;

(B)to fund or facilitate any money laundering or terrorist

financing activities; or

(C)in any other manner that would cause or result in a

violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or

Sanctions by any Person (including any Person participating in the

offering, whether as underwriter, advisor, investor or otherwise).

(v)The Accelevation Parties and their respective subsidiaries have conducted and will

conduct their respective businesses in compliance with the Anti-Corruption Laws, the

Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit

or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Accelevation Parties or any of their respective subsidiaries with

respect to the Anti-Corruption Laws, the Anti-Money Laundering Laws, or Sanctions is

pending or, to the knowledge of the Accelevation Parties, threatened. The Accelevation

Parties and their respective subsidiaries and affiliates have instituted and maintained and

will continue to maintain policies and procedures reasonably designed to promote and

achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws,

Sanctions, and with the representations and warranties contained herein.

(w)The Accelevation Parties represent that, as of the date of this Agreement, neither the

Accelevation Parties nor any of their respective subsidiaries is a “covered foreign

person,” as that term is defined in 31 C.F.R. § 850.209. The Accelevation Parties do not

and will not, and will not permit any of their respective subsidiaries to, (i) be or become a

“covered foreign person”, as that term is defined in the regulations administered and

enforced, together with any related public guidance issued, by the United States Treasury

Department under U.S. Executive Order

14105 of August 9, 2023, or any similar law or regulation, as of the date of this

Agreement, and as codified at 31 C.F.R. §850.101 et seq (the “Outbound Investment

Rules”), or (ii) engage, directly or indirectly, in (A) a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules, (B) with

respect to any subsidiary of the Accelevation Parties that is not a U.S. Person (as defined

in the Outbound Investment Rules), any activity that would constitute a “covered

activity” or “covered transaction”, as each such term is defined in the Outbound

Investment Rules, if such subsidiary were a U.S. Person, (C) any other activity that would

cause the Underwriters to be in violation of the Outbound Investment Rules or cause the

Underwriters to be legally prohibited by the Outbound Investment Rules from performing

under this Agreement.

(x)Neither the Accelevation Parties, nor any of their respective subsidiaries, directors,

officers, employees or affiliates, nor, to the knowledge of the Accelevation Parties, any

agent or other person acting on behalf of the Accelevation Parties, is the subject of any

pending or threatened enforcement action, administrative proceeding, denial order,

debarment, or other restriction under Export Controls (meaning all export control laws

and regulations administered or enforced by (i) the United States Government (including

by the U.S. Department of Commerce or the U.S. Department of State), including the

Arms Export Control Act (22 U.S.C. § 2778), the Export Control Reform Act of 2018 (50

U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts

120–130), and the Export Administration Regulations (15 C.F.R. Parts 730-774), and (ii)

any other relevant governmental authority, including (to the extent applicable) EU

Regulation 2021/821 (as amended), the Export Control Order 2008, or any other

applicable export control legislation or regulation of the United States, European Union,

or United Kingdom). The Accelevation Parties and each of their respective subsidiaries

(a) have not, since five years prior to the date of the Agreement, engaged in, (b) are not

now engaged in, and (c) will not engage in any unauthorized dealings or transactions

involving any Person or item that, at the time of such dealing or transaction, was subject

to restrictions under Export Controls, including any Person identified on a restricted party

list maintained pursuant to Export Controls, or any other lists or regulations administered

or enforced by the U.S. Department of Commerce.

(y)Subsequent to the respective dates as of which information is given in each of the

Registration Statement, the Time of Sale Prospectus and the Prospectus, the Accelevation

Parties and their respective subsidiaries, taken as a whole, have not incurred any material

liability or obligation, direct or contingent, nor entered into any material transaction; the

Accelevation Parties have not purchased any class of outstanding capital stock or

membership interests, nor declared, paid or otherwise made any dividend or distribution

of any kind on any class of capital stock or membership interests other than ordinary and

customary dividends; and there has not been any material change in any class of capital

stock or membership interests, short-term debt or long-term debt of the Accelevation

Parties and their

respective subsidiaries, taken as a whole, other than in connection with the

Organizational Transactions.

(z)The Accelevation Parties and each of their respective subsidiaries have good and

marketable title to all real property owned by them and good and marketable title to all

other property owned by them which is material to the business of the Accelevation

Parties and their respective subsidiaries, in each case free and clear of all mortgages,

pledges, liens, security interests, claims, restrictions, encumbrances and defects except

such as do not materially affect the value of such property and do not interfere with the

use made and proposed to be made of such property by the Accelevation Parties and their

respective subsidiaries; and any real property and buildings held under lease by the

Accelevation Parties and their respective subsidiaries are held by them in full force and

effect and under valid, subsisting and enforceable leases, and neither the Accelevation

Parties nor any such subsidiary has any notice of any material claim of any sort that has

been asserted by anyone adverse to the rights of the Accelevation Parties or of their

respective subsidiaries under any of the leases or subleases mentioned above, or affecting

or questioning the rights of the Accelevation Parties or such subsidiary to the continued

possession of the leased or subleased premises under any such lease or sublease.

(aa)(i) The Accelevation Parties and their respective subsidiaries own or have a valid

and enforceable license to use all patents, inventions, copyrights (including rights in

software), know how (including trade secrets and other unpatented and/or unpatentable

proprietary or confidential information, systems or procedures), domain names,

trademarks, service marks, trade names, social media identifiers and accounts and all

other worldwide intellectual property and similar proprietary rights, and any applications

or registrations for any of the foregoing, together with all rights to claim priority under

and all goodwill associated with any of the foregoing (collectively, “Intellectual

Property Rights”) used or held for use in any material respect in or reasonably necessary

to the conduct of their businesses as currently conducted and as proposed to be conducted

(“Company IP”); (ii) the Accelevation Parties and their respective subsidiaries solely

and exclusively own all Intellectual Property Rights owned or purported to be owned by

any of them and hold all of their respective rights under all Intellectual Property Rights

owned by, or licensed to, any of them free and clear of all liens, encumbrances and

defects; (iii) the Intellectual Property Rights owned by the Accelevation Parties or any of

their respective subsidiaries and, to the knowledge of the Accelevation Parties, the

Intellectual Property Rights licensed to the Accelevation Parties and any of their

respective subsidiaries, are valid, subsisting and enforceable, and there is no pending or,

to the knowledge of the Accelevation Parties, threatened action, suit, proceeding or claim

by others challenging the validity, ownership, registrability, scope or enforceability of

any Company IP, and neither the Company nor any of its subsidiaries is aware of any

facts which would form a reasonable basis for any such claim; (iv) neither the

Accelevation Parties nor any of their respective subsidiaries have received any notice

alleging any infringement, misappropriation or other violation of Intellectual Property

Rights,

and to the knowledge of the Accelevation Parties, no such action, suit, proceeding or

claim is threatened; (v) to the knowledge of the Accelevation Parties, no third party is

infringing, misappropriating or otherwise violating, or has infringed, misappropriated or

otherwise violated, any Company IP; (vi) to the knowledge of the Accelevation Parties

and their respective subsidiaries, neither the Accelevation Parties nor any of their

respective subsidiaries infringe, misappropriate or otherwise violate, or have infringed,

misappropriated or otherwise violated, any Intellectual Property Rights; (vii) the

Accelevation Parties and each of their respective subsidiaries are in compliance with all

licenses and other agreements governing the use of Intellectual Property Rights to which

any of the Accelevation Parties or any of their respective subsidiaries is a party, or under

which any of the Accelevation Parties or any of their respective subsidiaries’ assets are

bound (collectively, the “Intellectual Property Contracts”), and neither the

Accelevation Parties nor any of their respective subsidiaries have received any written

notice alleging any such noncompliance and are unaware of any facts which would form

a reasonable basis for any such claim; (viii) all Intellectual Property Contracts are in full

force and effect; (ix) all Persons (including employees and contractors) engaged in, or

that may engage in, the development of Intellectual Property Rights on behalf of the

Accelevation Parties or any of their respective subsidiaries have executed a valid and

enforceable invention assignment agreement whereby such Persons presently assign all of

their right, title and interest in and to such Intellectual Property Rights to the

Accelevation Parties or the applicable subsidiary, and to the knowledge of the

Accelevation Parties, no such agreement has been breached or violated; (x) the

Accelevation Parties and their respective subsidiaries take, and have taken, all

commercially reasonable steps to appropriately maintain and protect the confidentiality of

all information intended to be maintained as confidential, including any trade secrets and

other material confidential Intellectual Property Rights; and (xi) no university, military,

educational institution, research center, governmental body or other organization has

funded, contributed to or sponsored research and development conducted in connection

with the business of the Accelevation Parties or any of their respective subsidiaries that

has any claim of right to, ownership of or other lien on any Company IP or would affect

the proprietary nature of any Company IP or restrict the ability of the Accelevation

Parties or any of their respective subsidiaries to enforce, license or exclude others from

using any Company IP.

(bb)With respect to artificial intelligence, advanced machine learning or other similar

generative models (collectively, “AI Tools”), the Accelevation Parties and their

respective subsidiaries (i) use AI Tools in compliance with all applicable license terms,

consents, agreements and laws; and (ii) have not used AI Tools in a manner that

adversely affects the ownership, validity, or enforceability of any Company IP or any

output created by such AI Tool that the Company intended to own or would have owned

if created without the use of such AI Tool.

(cc)(i) The Accelevation Parties and their respective subsidiaries use and have used

any and all software or other materials under a “free,” “open source,” or

similar licensing model (including but not limited to the MIT License, Apache License,

GNU General Public License, GNU Lesser General Public License and GNU Affero

General Public License) (“Open Source Software”) in compliance with all license terms

applicable to such Open Source Software; (ii) none of the Accelevation Parties nor any of

their respective subsidiaries develop, use or have developed, distributed or have used any

Open Source Software in any manner that requires or has required (A) the Accelevation

Parties or any of their respective subsidiaries to permit reverse engineering of any

software code or other technology owned by the Accelevation Parties or any of their

respective subsidiaries or (B) any software code or other technology owned by the

Accelevation Parties or any of their respective subsidiaries to be (1) disclosed, delivered,

licensed, distributed or otherwise made available to any other person in source code form,

(2) licensed for the purpose of making derivative works or (3) redistributed at no charge;

and (iii) none of the software developed or owned by the Accelevation Parties or any of

their respective subsidiaries is subject to any escrow obligation.

(dd)(i) The Accelevation Parties and each of their respective subsidiaries have

complied and are presently in compliance with all internal and external privacy policies,

contractual obligations, industry standards, applicable laws, statutes, judgments, orders,

rules and regulations of any court or arbitrator or other governmental or regulatory

authority and any other legal obligations, in each case, relating to the collection, use,

transfer, handling, analysis, import, export, storage, protection, disposal, disclosure or

other processing by any of the Accelevation Parties or any of their respective subsidiaries

of personal, personally identifiable, household, sensitive, confidential or regulated data

(“Data Security Obligations,” and such data, “Data”); (ii) neither the Accelevation

Parties nor any of their respective subsidiaries have received any notification of or

complaint regarding and neither the Accelevation Parties nor any of their respective

subsidiaries are aware of any other facts that, individually or in the aggregate, would

reasonably indicate non-compliance in any material respect with any Data Security

Obligation; (iii) there is no investigation, inquiry, action, suit or proceeding by or before

any court or governmental agency, authority or body pending or, to the knowledge of the

Accelevation Parties, threatened alleging non-compliance with any Data Security

Obligation; and (iv) the Accelevation Parties and their respective subsidiaries have not

been required to notify any individual or data protection authority of any information

security breach, compromise or incident involving any Data, in each case, as would not,

singly or in the aggregate, have a Material Adverse Effect.

(ee)(i) The Accelevation Parties and each of their respective subsidiaries’ respective

information technology assets and equipment, computers, systems, networks, hardware,

software, websites, applications, technology, data and databases (including Data and the

data of their respective customers, employees, suppliers, vendors and any third party data

maintained, stored or otherwise processed by or on behalf of any of the Accelevation

Parties or any of their respective subsidiaries) used in connection with the operation of

any of their

respective businesses (“IT Systems and Data”) are adequate for, and operate and

perform as required in connection with, the operation of such businesses as they are

currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs,

malware and other corruptants; (ii) the Accelevation Parties and each of their respective

subsidiaries have taken all technical and organizational measures necessary to maintain

and protect the IT Systems and Data used in all material respects in connection with the

operation of the Accelevation Parties’ and their respective subsidiaries’ businesses; (iii)

without limiting the foregoing, the Accelevation Parties and their respective subsidiaries

have established, maintained, implemented and complied in all material respects with,

reasonable information technology, information security, cyber security and data

protection controls, policies and procedures, including oversight, access controls,

encryption, technological and physical safeguards and business continuity/disaster

recovery and security plans, consistent with industry standards and practices, and as

required by Data Security Obligations, that are designed to protect against and prevent

breach, destruction, loss, unauthorized distribution, disclosure, use, access, disablement,

misappropriation or modification, or other compromise or misuse of or relating to any of

the IT Systems and Data (“Breach”); and (iv) there has been no such Breach, and the

Accelevation Parties and their respective subsidiaries have not been notified of and have

no knowledge of any event or condition that would reasonably be expected to result in,

any such Breach.

(ff)The Accelevation Parties and their respective subsidiaries have implemented and

maintained policies, practices, and procedures designed to prevent unlawful harassment,

discrimination, or retaliation in the workplace and have taken appropriate steps to ensure

compliance with such policies and procedures, and (i) neither the Accelevation Parties

nor their respective subsidiaries have had any material labor disputes and none currently

exists or, to the knowledge of the Accelevation Parties, is threatened; (ii) neither the

Accelevation Parties nor any of their respective subsidiaries has any knowledge of any

existing, threatened or imminent labor disturbance by the employees of any of its

principal vendors, partners or contractors; and (iii) the Accelevation Parties and their

respective subsidiaries are and have been in material compliance with all applicable laws

pertaining to employment and employment practices, wages and hours, terms and

conditions of employment, and immigration.

(gg)Any “Employee Benefit Plan” (as defined under the Employee Retirement

Income Security Act of 1974, as amended, and the regulations and published

interpretations thereunder (collectively, “ERISA”)) established or maintained by the

Accelevation Parties, their respective subsidiaries or their “ERISA Affiliates” (as defined

below) (each, a “Plan”) is and has been operated in compliance with its terms and all

applicable laws, including ERISA and the Internal Revenue Code of 1986, as amended,

and the regulations and published interpretations thereunder (the “Code”), in all material

respects. No “reportable event” (as defined under ERISA) has occurred or is reasonably

expected to occur with respect to any Plan and no Plan, if terminated, would have any

“amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market

value of the assets under

each Plan (excluding for these purposes accrued but unpaid contributions) exceeds the

present value of all benefits accrued under such Plan (determined based on those

assumptions used to fund such Plan). Neither the Accelevation Parties, their respective

subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur

any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal

from, any Plan, (ii) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (iii)

Sections 302 and 303, 406, 4063 and 4064 of ERISA. Each Plan that is intended to be

qualified under Section 401(a) of the Code is so qualified, and nothing has occurred,

whether by action or failure to act, that would reasonably be expected to cause the loss of

such qualification. There is no pending audit or investigation by the Internal Revenue

Service (“IRS”), the U.S. Department of Labor, the Pension Benefit Guaranty

Corporation or any other governmental or other regulatory entity or agency with respect

to any Plan that could reasonably be expected to result in liability to the Accelevation

Parties or any of their respective subsidiaries. Neither the Accelevation Parties nor any of

their respective subsidiaries have any “accumulated post-retirement benefit

obligations” (within the meaning of Statement of Financial Accounting Standards 106).

“ERISA Affiliate” means, with respect to the Accelevation Parties or any of their

respective subsidiaries, any member of any group of organizations described in Sections

414(b), (c), (m) or (o) of the Code of which the Accelevation Parties or such subsidiary is

a member.

(hh)The Accelevation Parties and each of their respective subsidiaries are insured by

insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which they are engaged;

neither the Accelevation Parties nor any of their respective subsidiaries has been refused

any insurance coverage sought or applied for; and neither the Accelevation Parties nor

any of their respective subsidiaries has any reason to believe that it will not be able to

renew its existing insurance coverage as and when such coverage expires or to obtain

similar coverage from similar insurers as may be necessary to continue its business at a

cost that would not, singly or in the aggregate, have a Material Adverse Effect.

(ii)The Accelevation Parties and each of their respective subsidiaries possess all certificates,

authorizations and permits issued by the appropriate federal, state or foreign regulatory

authorities necessary to conduct their respective businesses, and neither of the

Accelevation Parties nor any of their respective subsidiaries has received any notice of

proceedings relating to the revocation or modification of any such certificate,

authorization or permit which, singly or in the aggregate, if the subject of an unfavorable

decision, ruling or finding, would have a Material Adverse Effect.

(jj)The financial statements included in each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus, together with the related schedules and notes thereto,

comply as to form in all material respects with the applicable accounting requirements of

the Securities Act and present fairly the consolidated

financial position of the Accelevation Parties and their respective subsidiaries as of the

dates shown and its results of operations and cash flows for the periods shown, and such

financial statements have been prepared in conformity with generally accepted

accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis

throughout the periods covered thereby except for any normal year-end adjustments in

Holdings LLC’s quarterly financial statements. The other financial information included

in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has

been derived from the accounting records of the Accelevation Parties and their respective

consolidated subsidiaries and presents fairly in all material respects the information

shown thereby. The pro forma financial statements and the related notes thereto included

in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus

present fairly in all material respects the information shown therein, have been prepared

in accordance with the Commission’s rules and guidelines with respect to pro forma

financial statements and have been properly compiled on the bases described therein, and

the Accelevation Parties believe that the assumptions used in the preparation thereof are

reasonable and the adjustments used therein are appropriate to give effect to the

transactions and circumstances referred to therein. The statistical, industry-related and

market-related data included in each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus are based on or derived from sources which the

Accelevation Parties reasonably and in good faith believe are reliable and accurate and

such data is consistent with the sources from which they are derived, in each case in all

material respects.

(kk)Grant Thornton LLP, who have certified certain financial statements of the

Accelevation Parties and their respective subsidiaries and delivered its report with respect

to the audited consolidated financial statements and schedules filed with the Commission

as part of the Registration Statement and included in each of the Registration Statement,

the Time of Sale Prospectus and the Prospectus, is an independent registered public

accounting firm with respect to the Accelevation Parties within the meaning of the

Securities Act and the applicable rules and regulations thereunder adopted by the

Commission and the Public Company Accounting Oversight Board (United States).

(ll)(i) The Accelevation Parties and each of their respective subsidiaries maintain a system of

internal accounting controls designed to provide reasonable assurance that transactions

are executed in accordance with management’s general or specific authorizations; (ii)

transactions are recorded as necessary to permit preparation of financial statements in

conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is

permitted only in accordance with management’s general or specific authorization; and

(iv) the recorded accountability for assets is compared with the existing assets at

reasonable intervals and appropriate action is taken with respect to any differences. Since

the end of the Accelevation Parties’ most recent audited fiscal year, there has been (x) no

material weakness in the Accelevation Parties’ internal control over financial reporting

(whether or not remediated) and (y) no change in the Accelevation

Parties’ internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Accelevation Parties’ internal control over

financial reporting, other than as described in the Registration Statement, Time of Sale

Prospectus and Prospectus.

(mm)Except as described in the Registration Statement, the Time of Sale Prospectus

and the Prospectus, the Accelevation Parties have not sold, issued or distributed any

shares of Common Stock during the six-month period preceding the date hereof,

including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities

Act, other than shares issued pursuant to employee benefit plans, qualified stock option

plans or other employee compensation plans or pursuant to outstanding options, rights or

warrants.

(nn)The Accelevation Parties and each of their respective subsidiaries have filed all

federal, state, local and foreign tax returns required to be filed through the date of this

Agreement or have requested extensions thereof (except where the failure to file would

not, singly or in the aggregate, have a Material Adverse Effect) and have paid all taxes

required to be paid thereon (except for cases in which the failure to file or pay would not,

singly or in the aggregate, have a Material Adverse Effect, or, except as currently being

contested in good faith and for which reserves required by U.S. GAAP have been created

in the financial statements of the Accelevation Parties), and no tax deficiency has been

determined adversely to the Accelevation Parties or any of their respective subsidiaries

which, singly or in the aggregate, has had (nor do the Accelevation Parties or any of their

respective subsidiaries have any notice or knowledge of any tax deficiency which could

reasonably be expected to be determined adversely to the Accelevation Parties or their

respective subsidiaries and which could reasonably be expected to have) a Material

Adverse Effect.

(oo)From the time of initial confidential submission of the Registration Statement to

the Commission through the date hereof, the Company has been and is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging

Growth Company”).

(pp)The Accelevation Parties have not alone engaged in any Testing-the-Waters

Communication with any person other than Testing-the-Waters Communications with the

consent of the Representatives with entities that are reasonably believed to be qualified

institutional buyers within the meaning of Rule 144A under the Securities Act or

institutions that are reasonably believed to be accredited investors within the meaning of

Rule 501 under the Securities Act and have not authorized anyone other than the

Representatives to engage in Testing-the-Waters Communications. The Accelevation

Parties reconfirm that the Representatives have been authorized to act on their behalf in

undertaking Testing-the-Waters Communications. The Accelevation Parties have not

distributed any Testing-the-Waters Communication that is a written communication

within the meaning of Rule 405 under the Securities Act other than those listed on

Schedule III hereto. “Testing-the-Waters Communication” means any communication

with

potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities

Act.

(qq)As of the time of each sale of the Shares in connection with the offering when the

Prospectus is not yet available to prospective purchasers, none of (i) the Time of Sale

Prospectus, (ii) any free writing prospectus, when considered together with the Time of

Sale Prospectus, and (iii) any individual Testing-the-Waters Communication, when

considered together with the Time of Sale Prospectus, included, includes or will include

an untrue statement of a material fact or omitted, omits or will omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

(rr) The Registration Statement, the Prospectus, the Time of Sale Prospectus and any

preliminary prospectus comply, and any amendments or supplements thereto will

comply, with any applicable laws or regulations of foreign jurisdictions in which the

Prospectus, the Time of Sale Prospectus or any preliminary prospectus, as amended or

supplemented, if applicable, are distributed in connection with the Directed Share

Program.

(ss) No consent, approval, authorization or order of, or qualification with, any

governmental body or agency, other than those obtained, is required in connection with

the offering of the Directed Shares in any jurisdiction where the Directed Shares are

being offered.

(tt) The Company has specifically directed in writing the allocation of Shares to each

Participant in the Directed Share Program, and neither the Directed Share Underwriter

nor any other Underwriter has had any involvement or influence, directly or indirectly, in

such allocation decision.

(uu)The Company has not offered, or caused Morgan Stanley or any Morgan Stanley

Entity as defined in Section 12 to offer, Shares to any person pursuant to the Directed

Share Program with the specific intent to unlawfully influence (i) a customer or supplier

of the Company to alter the customer’s or supplier’s level or type of business with the

Company, or (ii) a trade journalist or publication to write or publish favorable

information about the Company or its products.

2.Representations and Warranties of the Selling Shareholders. Each Selling

Shareholder represents and warrants to and agrees with each of the Underwriters that:

(a)This Agreement has been duly authorized, executed and delivered by or on behalf of such

Selling Shareholder.

(b)The execution and delivery by such Selling Shareholder of, and the performance by such

Selling Shareholder of its obligations under, this Agreement and the Custody Agreement

signed by such Selling Shareholder and Olympus Growth Fund VIII LP, as Custodian,

relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody

Agreement”) (if applicable), will not

contravene any provision of applicable law, or the certificate of incorporation or bylaws

or other comparable governing or constituent documents of such Selling Shareholder (if

such Selling Shareholder is not a natural person), or any agreement or other instrument

binding upon such Selling Shareholder or any judgment, order or decree of any

governmental body, agency or court having jurisdiction over such Selling Shareholder,

except as would not, individually or in the aggregate, have a Material Adverse Effect or

material adverse effect on the Selling Shareholders ability to consummate the transactions

contemplated by each of the Registration Statement, the Time of Sale Prospectus and the

Prospectus, and no consent, approval, authorization or order of, or qualification with, any

governmental body, agency or court is required for the performance by such Selling

Shareholder of its obligations under this Agreement or the Custody Agreement (if

applicable), except such as may be required by the securities or Blue Sky laws of the

various states in connection with the offer and sale of the Shares or the rules and

regulations of FINRA.

(c)Such Selling Shareholder has, and on the Closing Date will have (after giving effect to

the Organizational Transactions), valid title to, or a valid “security entitlement” within

the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”)

in respect of, the Shares to be sold by such Selling Shareholder free and clear of all

security interests, claims, liens, equities or other encumbrances and the legal right and

power, and all authorization and approval required by law, to enter into this Agreement

and the Custody Agreement (if applicable) and to sell, transfer and deliver the Shares to

be sold by such Selling Shareholder or a security entitlement in respect of such Shares.

(d)The Custody Agreement (if applicable) has been duly authorized, executed and delivered

by such Selling Shareholder and is a valid and binding agreement of such Selling

Shareholder.

(e)Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this

Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co.

(“Cede”) or such other nominee as may be designated by the Depository Trust Company

(“DTC”), registration of such Shares in the name of Cede or such other nominee and the

crediting of such Shares on the books of DTC to securities accounts of the Underwriters

(assuming that neither DTC nor any such Underwriter has notice of any adverse claim

(within the meaning of Section 8-105 of the UCC to such Shares), (i) DTC shall be a

“protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC,

(ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security

entitlement in respect of such Shares and (iii) no action based on any “adverse claim”,

within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against

the Underwriters with respect to such security entitlement; for purposes of this

representation, such Selling Shareholder may assume that when such payment, delivery

and crediting occur, (x) such Shares will have been registered in the name of Cede or

another nominee designated by DTC, in each case on the Company’s share registry in

accordance with its certificate of incorporation,

bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within

the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of

the several Underwriters on the records of DTC will have been made pursuant to the

UCC.

(f)Such Selling Shareholder has delivered to the Representatives an executed lock-up

agreement in substantially the form attached hereto as Exhibit A.

(g)[Reserved.]

(h)The Registration Statement, when it became effective, did not contain and, as amended or

supplemented, if applicable, will not contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary to make the

statements therein not misleading, the Registration Statement and the Prospectus comply

and, as amended or supplemented, if applicable, will comply in all material respects with

the Securities Act and the applicable rules and regulations of the Commission thereunder,

the Time of Sale Prospectus does not, and at the time of each sale of the Shares in

connection with the offering when the Prospectus is not yet available to prospective

purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or

supplemented by the Company, if applicable, will not, contain any untrue statement of a

material fact or omit to state a material fact necessary to make the statements therein in

the light of the circumstances under which they were made, not misleading, each broadly

available road show, if any, when considered together with the Time of Sale Prospectus,

does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements therein, in the light of the circumstances under which

they were made, not misleading and the Prospectus does not contain and, as amended or

supplemented, if applicable, will not contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading, except that the

representations and warranties set forth in this paragraph are limited in all respects to

statements or omissions made in reliance upon and in conformity with the information

relating to such Selling Shareholder furnished to the Company in writing by or on behalf

of such Selling Shareholder expressly for use in the Registration Statement, the Time of

Sale Prospectus or the Prospectus (with respect to each Selling Shareholder, the “Selling

Shareholder Information”).

(i)(i) Neither such Selling Shareholder nor any of its subsidiaries, or, to the knowledge of

such Selling Shareholder, any director, officer, employee, agent, representative, or

affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that

are:

(A)the subject of any Sanctions, or

(B)located, organized or resident in a country or territory

that is the subject of comprehensive territorial Sanctions

(including, without limitation, the so-called Donetsk People’s Republic,

the so-called Luhansk People’s Republic, or any other Covered Region of

Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba,

Iran, and North Korea).

(ii)Such Selling Shareholder and each of its subsidiaries (A) have

not, since the more recent of April 24, 2019 or ten years prior to the date of this

Agreement, engaged in, (B) are not now engaged in, and (C) will not engage in,

any dealings or transactions with any Person, or in any country or territory, that at

the time of the dealing or transaction is or was, or whose government is or was,

the subject of Sanctions.

(j)Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint

venture partner or other Person:

(i)to fund or facilitate any activities or business of or with any Person

or in any country or territory that, at the time of such funding or facilitation, is, or

whose government is, the subject of Sanctions;

(ii)to fund or facilitate any money laundering or terrorist financing

activities; or

(iii)in any other manner that would cause or result in a violation of any

Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any

Person (including any Person participating in the offering, whether as underwriter,

advisor, investor or otherwise);

provided, however, that the foregoing shall not apply with respect to the distribution of

the proceeds of the offering to any of such Selling Shareholder's indirect limited partners

once such proceeds are no longer under the control of such Selling Shareholder if prior to

such distribution such Selling Shareholder has no knowledge that such proceeds will be

used for any of the foregoing purposes.

(k)Such Selling Shareholder and its subsidiaries have conducted and will conduct their

businesses in compliance with the Anti-Corruption Laws, the Anti-Money Laundering

Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or

before any court or governmental agency, authority or body or any arbitrator involving

such Selling Shareholder or any of its subsidiaries with respect to the Anti-Corruption

Laws, the Anti-Money Laundering Laws, or Sanctions is pending or, to the knowledge of

such Selling Shareholder, threatened. Such Selling Shareholder and its subsidiaries and

affiliates have instituted and maintained and will continue to maintain policies and

procedures reasonably designed to promote and achieve compliance with the Anti-

Corruption Laws, the Anti-Money Laundering Laws, Sanctions, and with the

representations and warranties contained herein.

(l)Such Selling Shareholder will not, and will not permit any of its subsidiaries to, (i) be or

become a “covered foreign person”, as that term is defined in the Outbound Investment

Rules, or (ii) engage, directly or indirectly, in (A) a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules, (B) with

respect to any subsidiary of the Selling Shareholder that is not a U.S. Person (as defined

in the Outbound Investment Rules), any activity that would constitute a “covered

activity” or “covered transaction”, as each such term is defined in the Outbound

Investment Rules, if such subsidiary were a U.S. Person, (C) any other activity that would

cause the Underwriters to be in violation of the Outbound Investment Rules or cause the

Underwriters to be legally prohibited by the Outbound Investment Rules from performing

under this Agreement.

(m)Such Selling Shareholder represents and warrants that it is not (i) an employee benefit

plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the

Code or (iii) an entity deemed to hold “plan assets” of any such plan or account under

Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

3.Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby

agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the

representations and warranties contained in this Agreement, but subject to the terms and

conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at

$17.055 per share (the “Purchase Price”) the number of Firm Shares (subject to such

adjustments to eliminate fractional shares as the Representatives may determine) that bears the

same proportion to the number of Firm Shares to be sold by such Seller (as set forth on Schedule

I hereto) as the number of Firm Shares set forth in Schedule II hereto opposite the name of such

Underwriter bears to the total number of Firm Shares.

On the basis of the representations and warranties contained in this Agreement, and

subject to its terms and conditions, each Selling Shareholder, severally and not jointly, agrees to

sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to

purchase, severally and not jointly, up to 4,500,000 Additional Shares at the Purchase Price,

provided, however, that the amount paid by the Underwriters for any Additional Shares shall be

reduced by an amount per share equal to any dividends declared by the Company and payable on

the Firm Shares but not payable on such Additional Shares. The Representatives may exercise

this right on behalf of the Underwriters in whole or from time to time in part by giving written

notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify

the number of Additional Shares to be purchased by the Underwriters and the allocation of such

Additional Shares among the Selling Shareholders shall be as set forth on Schedule I hereto (or,

if the option is exercised in part, pro rata based on each Selling Shareholder’s proportion of the

total Additional Shares), and the date on which such Additional Shares are to be purchased.

Each purchase date must be at least one business day after the written notice is given and may

not be earlier than the Closing Date or later than ten business days after the date of such notice.

Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of

covering over-allotments made in connection with the offering of the Firm Shares. On each day,

if any, that Additional

Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and

not jointly, to purchase the number of Additional Shares (subject to such adjustments to

eliminate fractional shares as the Representatives may determine) that bears the same proportion

to the total number of Additional Shares to be purchased on such Option Closing Date as the

number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter

bears to the total number of Firm Shares.

4.Terms of Public Offering. The Sellers are advised by the Representatives that the

Underwriters propose to make a public offering of their respective portions of the Shares as soon

after the Registration Statement and this Agreement have become effective as in the

Representatives’ judgment is advisable. The Sellers are further advised by the Representatives

that the Shares are to be offered to the public initially at $18.00 per share (the “Public Offering

Price”) and to certain dealers selected by the Representatives at a price that represents a

concession not in excess of $0.567 per share under the Public Offering Price.

5.Payment and Delivery. Payment for the Firm Shares to be sold by each Seller

shall be made to such Seller in Federal or other funds immediately available in New York City

against delivery of such Firm Shares for the respective accounts of the several Underwriters at

10:00 a.m., New York City time, on October 1, 2026, or at such other time on the same or such

other date, not later than October 2, 2026, as shall be designated in writing by the

Representatives. The time and date of such payment are hereinafter referred to as the “Closing

Date.”

Payment for any Additional Shares shall be made to such Selling Shareholder in Federal

or other funds immediately available in New York City against delivery of such Additional

Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City

time, on the date specified in the corresponding notice described in Section 3 or at such other

time on the same or on such other date, in any event not later than November 12, 2026, as shall

be designated in writing by the Representatives.

The Firm Shares and Additional Shares shall be registered in such names and in such

denominations as the Representatives shall request not later than one full business day prior to

the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares

and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option

Closing Date, as the case may be, for the respective accounts of the several Underwriters. The

Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or

on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters,

(ii) in the case of Additional Shares, any dividend adjustment pursuant to Section 3, and (iii) any

withholding required by law.

6.Conditions to the Underwriters’ Obligations. The obligations of the Sellers to sell

the Shares to the Underwriters and the several obligations of the Underwriters to purchase and

pay for the Shares on the Closing Date are subject to the condition that the Registration

Statement shall have become effective not later than 4:00 p.m. (New York City time) on the date

hereof.

The several obligations of the Underwriters are subject to the following further

conditions:

(a)Subsequent to the execution and delivery of this Agreement and prior to the Closing

Date:

(i)no order suspending the effectiveness of the Registration Statement

shall be in effect, and no proceeding for such purpose or pursuant to Section 8A

under the Securities Act shall be pending before or, to the knowledge of the

Accelevation Parties, threatened by the Commission;

(ii)there shall not have occurred any downgrading, nor shall any

notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in

the rating accorded any of the securities of the Accelevation Parties or any of their

respective subsidiaries by any “nationally recognized statistical rating

organization,” as such term is defined in Section 3(a)(62) of the Exchange Act;

and

(iii)there shall not have occurred any event, effect or circumstance

that, individually or in the aggregate, has involved or is reasonably likely to

involve a change in the condition, financial or otherwise, or in the earnings,

business, operations or prospects of the Accelevation Parties and their respective

subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus

that, in the Representatives’ judgment, is material and adverse and that makes it,

in the Representatives’ judgment, impracticable to market the Shares on the terms

and in the manner contemplated in the Time of Sale Prospectus.

(b)Prior to the Closing Date:

(i)the Organizational Transactions shall have been duly

consummated at the respective times and on the terms contemplated by this

Agreement, the Registration Statement, the Time of Sale Prospectus and the

Prospectus; and

(ii)the Representatives shall have received a copy of the amended and

restated charter of the Company certified by the Secretary of State of the State of

Delaware, along with executed copies of the documents listed on Schedule IV

hereto, and such other evidence that the Organizational Transactions have been

consummated as the Representatives may reasonably request.

(c)The Underwriters shall have received on the Closing Date a certificate, dated the Closing

Date and signed by an executive officer of each of the Accelevation Parties, to the effect

set forth in Sections 6(a)(i) and 6(a)(ii), and to the effect that the representations and

warranties of the Accelevation Parties contained in this

Agreement are true and correct as of the Closing Date; and that the Accelevation Parties

have complied with all of the agreements and satisfied all of the conditions on their part

to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering each such certificate may rely upon the best of his or

her knowledge as to proceedings threatened.

(d)The Underwriters shall have received on the Closing Date an opinion and negative

assurance letter of Kirkland & Ellis LLP, outside counsel for the Company, dated the

Closing Date, each in form and substance reasonably satisfactory to the Representatives.

(e)The Underwriters shall have received on the Closing Date an opinion letter of Kirkland &

Ellis LLP, counsel for the Selling Shareholders, dated the Closing Date, each in form and

substance reasonably satisfactory to the Representatives.

(f)The Underwriters shall have received on the Closing Date an opinion and negative

assurance letter of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, dated

the Closing Date, each in form and substance reasonably satisfactory to the

Representatives.

With respect to the negative assurance letters to be delivered pursuant to Sections 6(d)

and 6(f) above, Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP may state that their

opinions and beliefs are based upon their participation in the preparation of the Registration

Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements

thereto and review and discussion of the contents thereof, but are without independent check or

verification, except as specified.

The opinions of Kirkland & Ellis LLP described in Sections 6(d) and 6(e) above shall be

rendered to the Underwriters at the request of the Company or one or more of the Selling

Shareholders, as the case may be, and shall so state therein.

(g)The Underwriters shall have received, on each of the date hereof and the Closing Date, a

letter dated the date hereof or the Closing Date, as the case may be, in form and substance

satisfactory to the Representatives, from Grant Thornton LLP, independent public

accountants, containing statements and information of the type ordinarily included in

accountants’ “comfort letters” to underwriters with respect to the financial statements and

certain financial information contained in the Registration Statement, the Time of Sale

Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall

use a “cut-off date” not earlier than the date hereof.

(h)The Underwriters shall have received, on each of the date hereof and the Closing Date, a

certificate dated the date hereof or the Closing Date, as the case may be, and signed by

the chief financial officer of the Company, in his capacity as such, with respect to certain

financial and accounting information in the Registration Statement, the Time of Sale

Prospectus and the Prospectus, in form and substance reasonably satisfactory to the

Representatives.

(i)The “lock-up” agreements, each substantially in the form attached hereto as Exhibit A

between the Representatives, the Selling Shareholders and certain securityholders,

officers and directors of the Accelevation Parties (the “Lock-Up Agreements”), shall be

in full force and effect on the Closing Date.

(j)The several obligations of the Underwriters to purchase Additional Shares hereunder are

subject to the delivery to the Representatives on the applicable Option Closing Date of

the following:

(i)a certificate, dated the Option Closing Date and signed by an

executive officer of each of the Accelevation Parties, confirming that the

certificate delivered on the Closing Date pursuant to Section 6(c) hereof remains

true and correct as of such Option Closing Date;

(ii)an opinion and negative assurance letter of Kirkland & Ellis LLP,

outside counsel for the Company, dated the Option Closing Date, relating to the

Additional Shares to be purchased on such Option Closing Date and otherwise to

the same effect as the opinion required by Section 6(d) hereof;

(iii)an opinion letter of Kirkland & Ellis LLP, outside counsel for the

Selling Shareholders, dated the Option Closing Date, relating to the Additional

Shares to be purchased on such Option Closing Date and otherwise to the same

effect as the opinion required by Section 6(e) hereof;

(iv)an opinion and negative assurance letter of Simpson Thacher &

Bartlett LLP, counsel for the Underwriters, dated the Option Closing Date,

relating to the Additional Shares to be purchased on such Option Closing Date

and otherwise to the same effect as the opinion required by Section 6(f) hereof;

(v)a letter dated the Option Closing Date, in form and substance

satisfactory to the Representatives, from Grant Thornton LLP, independent public

accountants, substantially in the same form and substance as the letter furnished to

the Underwriters pursuant to Section 6(g) hereof; provided that the letter delivered

on the Option Closing Date shall use a “cut-off date” not earlier than two business

days prior to such Option Closing Date;

(vi)a certificate dated the Option Closing Date, in the form and

substance reasonably satisfactory to the Representatives, signed by the chief

financial officer of the Company, and otherwise to the same effect as the

certificate required by Section 6(h) hereof; and

(vii)such other documents as the Representatives may reasonably

request with respect to the good standing of the Accelevation Parties and their

respective subsidiaries, the due authorization and

issuance of the Additional Shares to be sold on such Option Closing Date and

other matters related to the issuance of such Additional Shares.

7.Covenants of the Accelevation Parties. Each of the Accelevation Parties covenants

with each Underwriter as follows, as applicable:

(a)To furnish to the Representatives, without charge, signed copies of the Registration

Statement (including exhibits thereto) and for delivery to each other Underwriter a

conformed copy of the Registration Statement (without exhibits thereto) and to furnish to

the Representatives in New York City, without charge, prior to 10:00 a.m. New York

City time on the business day next succeeding the date of this Agreement and during the

period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale

Prospectus, the Prospectus and any supplements and amendments thereto or to the

Registration Statement as the Representatives may reasonably request.

(b)Before amending or supplementing the Registration Statement, the Time of Sale

Prospectus or the Prospectus, to furnish to the Representatives a copy of each such

proposed amendment or supplement and not to file any such proposed amendment or

supplement to which the Representatives reasonably object, and to file with the

Commission within the applicable period specified in Rule 424(b) under the Securities

Act any prospectus required to be filed pursuant to such Rule.

(c)To furnish to the Representatives a copy of each proposed free writing prospectus to be

prepared by or on behalf of, used by, or referred to by the Company and not to use or

refer to any proposed free writing prospectus to which the Representatives reasonably

object.

(d)Not to take any action that would result in an Underwriter or the Company being required

to file with the Commission pursuant to Rule 433(d) under the Securities Act a free

writing prospectus prepared by or on behalf of the Underwriter that the Underwriter

otherwise would not have been required to file thereunder.

(e)If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time

when the Prospectus is not yet available to prospective purchasers and any event shall

occur or condition exist as a result of which it is necessary to amend or supplement the

Time of Sale Prospectus in order to make the statements therein, in the light of the

circumstances, not misleading, or if any event shall occur or condition exist as a result of

which the Time of Sale Prospectus conflicts with the information contained in the

Registration Statement then on file, or if, in the opinion of counsel for the Underwriters,

it is necessary to amend or supplement the Time of Sale Prospectus to comply with

applicable law, forthwith to prepare, file with the Commission and furnish, at its own

expense, to the Underwriters and to any dealer upon request, either amendments or

supplements to the Time of Sale Prospectus so that the statements in the Time of Sale

Prospectus as so amended or supplemented will not, in the light of the circumstances

when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading

or so that the

Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the

Registration Statement, or so that the Time of Sale Prospectus, as amended or

supplemented, will comply with applicable law.

(f)If, during such period after the first date of the public offering of the Shares as in the

opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice

referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in

connection with sales by an Underwriter or dealer, any event shall occur or condition

exist as a result of which it is necessary to amend or supplement the Prospectus in order

to make the statements therein, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a

purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is

necessary to amend or supplement the Prospectus to comply with applicable law,

forthwith to prepare, file with the Commission and furnish, at its own expense, to the

Underwriters and to the dealers (whose names and addresses the Representatives will

furnish to the Company) to which Shares may have been sold by the Representatives on

behalf of the Underwriters and to any other dealers upon request, either amendments or

supplements to the Prospectus so that the statements in the Prospectus as so amended or

supplemented will not, in the light of the circumstances when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a

purchaser, be misleading or so that the Prospectus, as amended or supplemented, will

comply with applicable law.

(g)If required by applicable law, to endeavor to qualify the Shares for offer and sale under

the securities or Blue Sky laws of such jurisdictions as the Representatives shall

reasonably request; provided that in no event shall the Company be obligated to qualify

to do business in any jurisdiction where it is not now so qualified or to take any action

that would subject it to service of process in suits, other than those arising out of the

offering or sale of the Shares, or taxation in any jurisdiction where it is not now so

subject.

(h)To make generally available to the Company’s security holders and to the

Representatives as soon as practicable an earnings statement covering a period of at least

twelve months beginning with the first fiscal quarter of the Company occurring after the

date of this Agreement which shall satisfy the provisions of Section 11(a) of the

Securities Act and the rules and regulations of the Commission thereunder (which may be

satisfied by filing with the Commission’s Electronic Data Gathering Analysis and

Retrieval System).

(i)To comply with all applicable securities and other laws, rules and regulations in each

jurisdiction in which the Directed Shares are offered in connection with the Directed

Share Program.

(j)The Company will promptly notify the Representatives if the Company ceases to be an

Emerging Growth Company at any time prior to the later of (i) completion

of the distribution of the Shares within the meaning of the Securities Act and (ii)

completion of the Restricted Period (as defined below).

(k)If at any time following the distribution of any Testing-the-Waters Communication that is

a written communication within the meaning of Rule 405 under the Securities Act there

occurred or occurs an event or development as a result of which such Testing-the-Waters

Communication included or would include an untrue statement of a material fact or

omitted or would omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances existing at that subsequent time, not misleading,

the Accelevation Parties will promptly notify the Representatives and will promptly

amend or supplement, at their own expense, such Testing-the-Waters Communication to

eliminate or correct such untrue statement or omission.

(l)(i) Each of the Accelevation Parties also covenants with each Underwriter that, without

the prior written consent of the Representatives on behalf of the Underwriters, it will not,

and will not publicly disclose an intention to, during the period commencing on the date

hereof and ending immediately after the close of the Trading Day (as defined below)

occurring on the 180th day after the date of the Prospectus (the “180th Day”) or, if the

180th Day is not a Trading Day, ending immediately after the close of the last Trading

Day immediately preceding the 180th Day (such period of time between the date hereof

and, as the case may be, the 180th Day or the last Trading Day immediately preceding the

180th Day, referred to herein as the “Restricted Period”), (1) offer, pledge, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell,

grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,

directly or indirectly, any shares of Common Stock or any securities convertible into or

exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”),

including units of Holdings LLC, or (2) enter into any swap, loan or other arrangement

(including, without limitation, any short sale or the purchase or sale of, or entry into, any

put or call option, or combination thereof, forward or any other derivative transaction or

instrument, however described or defined) that transfers to another, in whole or in part,

directly or indirectly, any of the economic consequences of ownership of any Lock-Up

Securities, whether any such transaction described in clause (1) or (2) above is to be

settled by delivery of Common Stock or such other Lock-Up Securities, in cash or

otherwise or (3) file or confidentially submit any registration statement with the

Commission relating to the offering of any shares of Common Stock or any securities

convertible into or exercisable or exchangeable for Common Stock. For purposes of this

Agreement, a “Trading Day” is a day on which the Nasdaq Stock Market (“Nasdaq”) is

open for the buying and selling of securities.

(ii)The restrictions contained in the preceding paragraph shall

not apply to (A) the Shares to be sold hereunder, (B) the issuance by the

Company of shares of Common Stock upon the exercise of an option or warrant

or the conversion of a security outstanding on the date hereof as described in

each of the Time of Sale Prospectus and Prospectus, (C)

facilitating the establishment of a trading plan on behalf of a shareholder, officer

or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for

the transfer of shares of Class A Common Stock; provided that (1) such plan does

not provide for the transfer of Class A Common Stock during the Restricted

Period and (2) no public announcement, filing or report under the Exchange Act

shall be voluntarily made by any person in connection therewith during the

Restricted Period (other than general disclosure in Company periodic reports to

the effect that Company directors and officers may enter into such trading plans

from time to time) and, if any announcement, filing or report shall be legally

required during the Restricted Period, such announcement, filing or report shall

clearly indicate therein that none of the securities subject to such plan may be

transferred, sold, or otherwise disposed of pursuant to such plan until after

expiration of the Restricted Period, (D) grants of stock options, restricted stock,

restricted stock units or other equity awards and the issuance of shares of

Common Stock or securities convertible into or exercisable or exchangeable for

shares of Common Stock (whether upon the exercise of stock options or

otherwise) to the Company’s employees, officers, directors, advisors or

consultants pursuant to the terms of an equity compensation plan described in the

Registration Statement, Time of Sale Prospectus and Prospectus, (E) the filing of

any registration statement on Form S-8 relating to securities granted or to be

granted pursuant to any plan described in the Registration Statement, Time of

Sale Prospectus or Prospectus, (F) any shares or other equity issued in connection

with the Organizational Transactions, (G) any shares of Class A Common Stock

issued pursuant to any non-employee director stock plan or dividend

reinvestment plan referred to in the Registration Statement, the Time of Sale

Prospectus and the Prospectus or (H) the sale or issuance of or entry into an

agreement providing for the sale or issuance of Common Stock or securities

convertible into, exercisable for or which are otherwise exchangeable for or

represent the right to receive Common Stock in connection with (x) the

acquisition by the Company or any of its subsidiaries of the securities, business,

technology, property or other assets of another person or entity or pursuant to an

employee benefit plan assumed by the Company in connection with such

acquisition, and the issuance of any Common Stock or securities convertible into,

exercisable for or which are otherwise exchangeable for or represent the right to

receive Common Stock pursuant to any such agreement or (y) the Company’s

joint ventures, commercial relationships and other strategic transactions,

provided that the aggregate number of shares of Common Stock securities

convertible into, exercisable for or which are otherwise exchangeable for or

represent the right to receive Common Stock that the Company may sell or issue

or agree to sell or issue pursuant to this clause (H) shall not exceed 5% of the

total number of shares of Common Stock outstanding as of the Closing Date

immediately following the completion of the transactions

contemplated by this Agreement to be completed as of that date, including the

Organizational Transactions, and provided further that all recipients of any such

securities shall enter into a “lock-up” agreement, substantially in the form of

Exhibit A hereto covering the remainder of the Restricted Period.

(iii)If the Representatives, in their sole discretion, agree to

release or waive the restrictions on the transfer of Shares set forth in a Lock-Up

Agreement for an officer or director of the Accelevation Parties and provide the

Company with notice of the impending release or waiver at least three business

days before the effective date of the release or waiver, the Company agrees to

announce the impending release or waiver by a press release substantially in the

form of Exhibit B hereto through a major news service at least two business days

before the effective date of the release or waiver.

(m)The Accelevation Parties will use their best efforts to effect and maintain the listing of the

Shares on the Nasdaq.

(n)The Accelevation Parties will apply the net proceeds from the sale of the Shares in the

manner described under the caption “Use of Proceeds” in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus.

8.Covenants of the Sellers. Each Seller, severally and not jointly, covenants with

each Underwriter as follows:

(a)Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date,

a properly completed and executed IRS Form W-9 or an IRS Form W-8, as appropriate,

together with all required attachments to such form.

(b)Each Seller that is not an individual will deliver to each Underwriter (or its agent), on or

prior to the date of execution of this Agreement, a properly completed and executed

Certification Regarding Beneficial Owners of Legal Entity Customers, together with

copies of identifying documentation, and each Seller undertakes to provide such

additional supporting documentation as each Underwriter may reasonably request in

connection with the verification of the foregoing Certification.

9.Expenses. Whether or not the transactions contemplated in this Agreement are

consummated or this Agreement is terminated, each of the Accelevation Parties, jointly and

severally, agrees to pay or cause to be paid all expenses incident to the performance of their

obligations under this Agreement (except as otherwise provided herein), including: (i) the fees,

disbursements and expenses of the Accelevation Parties’ counsel and accountants, and counsel

for the Selling Shareholders, in connection with the registration and delivery of the Shares under

the Securities Act and all other fees or expenses in connection with the preparation and filing of

the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the

Prospectus, any free writing

prospectus prepared by or on behalf of, used by, or referred to by the Accelevation Parties and

amendments and supplements to any of the foregoing, including all printing costs associated

therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the

quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of

the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the

reasonable and documented cost of printing or producing any Blue Sky or Legal Investment

memorandum in connection with the offer and sale of the Shares under state securities laws and

all expenses in connection with the qualification of the Shares for offer and sale under state

securities laws as provided in Section 7(g), including filing fees and the reasonable and

documented fees and disbursements of counsel for the Underwriters in connection with such

qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all

filing fees and the reasonable and documented fees and disbursements of counsel to the

Underwriters incurred in connection with the review and qualification of the offering of the

Shares by FINRA, provided that the amount payable by the Company with respect to fees and

disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not

exceed $50,000, (v) all fees and expenses in connection with the preparation and filing of the

registration statement on Form 8-A relating to the Common Stock and all costs and expenses

incident to listing the Shares on the Nasdaq, (vi) the costs and charges of any transfer agent,

registrar or depositary, (vii) the costs and expenses of the Accelevation Parties relating to

investor presentations on any “road show,” as defined in Rule 433(h) under the Securities Act (a

“road show”), undertaken in connection with the marketing of the offering of the Shares,

including, without limitation, expenses associated with the preparation or dissemination of any

electronic road show, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations

with the prior approval of the Accelevation Parties and travel and lodging expenses of the

representatives and officers of the Accelevation Parties and any such consultants, (viii) the

document production charges and expenses associated with printing this Agreement, (ix) all fees

and disbursements of counsel incurred by the Underwriters in connection with the Directed Share

Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the

Underwriters in connection with the Directed Share Program and (x) all other costs and expenses

incident to the performance of the obligations of the Accelevation Parties hereunder for which

provision is not otherwise made in this Section 9. It is understood, however, that except as

provided in this Section 9, Section 11 entitled “Indemnity and Contribution”, Section 12 entitled

“Directed Share Program Indemnification” and the last paragraph of Section 14 below, the

Underwriters will pay all of their costs and expenses, including fees and disbursements of their

counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising

expenses connected with any offers they may make and in connection with any road show

undertaken in connection with the marketing of the offering and the Shares, the travel, lodging

and meal expenses of the Underwriters; provided, however, that the Representatives and the

Accelevation Parties agree that the Accelevation Parties, jointly, and the Underwriters shall each

pay or cause to be paid 50% of the cost of any aircraft chartered or other transportation chartered

in connection with such road show.

The provisions of this Section 9 shall not supersede or otherwise affect any agreement

that the Accelevation Parties and/or the Selling Shareholders may otherwise have for the

allocation of such expenses among themselves.

10.Covenants of the Underwriters. Each Underwriter, severally and not jointly,

covenants with the Accelevation Parties and the Selling Shareholders not to take any action that

would result in the Company being required to file with the Commission under Rule 433(d) a

free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be

required to be filed by the Company thereunder, but for the action of such Underwriter.

11.Indemnity and Contribution. The Accelevation Parties, jointly and severally,

agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any

Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the

Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the

Securities Act and their respective directors, officers, employees and agents from and against any

and all losses, claims, damages and liabilities (including, without limitation, any legal or other

expenses reasonably incurred in connection with defending or investigating any such action or

claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement or any amendment thereof, any preliminary

prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free

writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information

that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities

Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-

Waters Communication, or arise out of, or are based upon, any omission or alleged omission to

state therein a material fact required to be stated therein or necessary to make the statements

therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of,

or are based upon, any such untrue statement or omission or alleged untrue statement or omission

made in reliance upon and in conformity with any information relating to any Underwriter

furnished to the Accelevation Parties in writing by such Underwriter through the Representatives

expressly for use therein, it being understood and agreed that the only such information furnished

by the Underwriters through the Representatives consists of the information described as such in

paragraph (b) below.

(a)Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold

harmless each Underwriter, each person, if any, who controls any Underwriter within the

meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and

each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act

from and against any and all losses, claims, damages and liabilities (including, without

limitation, any legal or other expenses reasonably incurred in connection with defending

or investigating any such action or claim) that arise out of, or are based upon, any untrue

statement or alleged untrue statement of a material fact contained in the Registration

Statement or any amendment thereof, any preliminary prospectus, the Time of Sale

Prospectus or any amendment or supplement thereto, any issuer free writing prospectus

defined in Rule 433(h) under the Securities Act, any Company information that the

Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities

Act, any road show, the Prospectus or any amendment or supplement thereto, or any

Testing-the-Waters Communication, or arise out of, or are based upon, any omission or

alleged omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading, but only with reference to the Selling

Shareholder Information relating to such Selling Shareholder. The liability of each

Selling Shareholder under the indemnity agreement contained in this paragraph shall be

limited to an amount equal to the aggregate net proceeds (after deducting underwriting

discounts and commissions but before deducting expenses) of the Shares sold by such

Selling Shareholder under this Agreement (with respect to each Selling Shareholder, the

“Selling Shareholder Proceeds”).

(b)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the

Accelevation Parties, the Selling Shareholders, the directors of the Company, the officers

of the Company who sign the Registration Statement and each person, if any, who

controls the Accelevation Parties or any Selling Shareholder within the meaning of either

Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as

the foregoing indemnity from the Accelevation Parties to such Underwriter, but only with

reference to information relating to such Underwriter furnished to the Accelevation

Parties or the Company in writing by such Underwriter through the Representatives

expressly for use in the Registration Statement, any preliminary prospectus, the Time of

Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any

amendment or supplement thereto, it being understood and agreed that the only such

information furnished by any Underwriter through the Representatives consists of the

following information under the caption “Underwriting” in the Time of Sale Prospectus

and the Prospectus: the concession figures in the third paragraph, the information

regarding sales to discretionary accounts in the seventh paragraph, the information

regarding stabilization and short positions in the first, second, sixth, ninth sentences of

the tenth paragraph and the information regarding internet distributions in the second and

third sentences of the twelfth paragraph (the “Underwriter Information”).

(c)In case any proceeding (including any governmental investigation) shall be instituted

involving any person in respect of which indemnity may be sought pursuant to the

preamble to this Section 11, Section 11(a) or Section 11(b), such person (the

“indemnified party”) shall promptly notify the person against whom such indemnity

may be sought (the “indemnifying party”) in writing and the indemnifying party, upon

request of the indemnified party, shall retain counsel reasonably satisfactory to the

indemnified party (for the avoidance of doubt, who shall not, without the consent of the

indemnified party, be the same counsel as counsel to the indemnifying party) to represent

the indemnified party and any others the indemnifying party may designate in such

proceeding and shall pay the fees and disbursements of such counsel related to such

proceeding. In any such proceeding, any indemnified party shall have the right to retain

its own counsel,

but the fees and expenses of such counsel shall be at the expense of such indemnified

party unless the indemnifying party and the indemnified party shall have mutually agreed

to the retention of such counsel or the named parties to any such proceeding (including

any impleaded parties) include both the indemnifying party and the indemnified party and

representation of both parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. It is understood that the indemnifying party

shall not, in respect of the legal expenses of any indemnified party in connection with any

proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and

expenses of more than one separate firm (in addition to any local counsel) for all

Underwriters and all persons, if any, who control any Underwriter within the meaning of

either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are

affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii)

the fees and expenses of more than one separate firm (in addition to any local counsel)

for the Company, its directors, its officers who sign the Registration Statement and each

person, if any, who controls the Company within the meaning of either such Section and

(iii) the fees and expenses of more than one separate firm (in addition to any local

counsel) for all Selling Shareholders and all persons, if any, who control any Selling

Shareholder within the meaning of either such Section, and that all such fees and

expenses shall be reimbursed as they are incurred. In the case of any such separate firm

for the Underwriters and such control persons and affiliates of any Underwriters, such

firm shall be designated in writing by the Representatives. In the case of any such

separate firm for the Company, and such directors, officers and control persons of the

Company, such firm shall be designated in writing by the Company. In the case of any

such separate firm for the Selling Shareholders and such control persons of any Selling

Shareholders, such firm shall be designated in writing by the Selling Shareholders. The

indemnifying party shall not be liable for any settlement of any proceeding effected

without its written consent, but if settled with such consent or if there be a final judgment

for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time an indemnified party shall have

requested an indemnifying party to reimburse the indemnified party for fees and expenses

of counsel as contemplated by the second and third sentences of this paragraph, the

indemnifying party agrees that it shall be liable for any settlement of any proceeding

effected without its written consent if (i) such settlement is entered into more than 30

days after receipt by such indemnifying party of the aforesaid request and (ii) such

indemnifying party shall not have reimbursed the indemnified party in accordance with

such request prior to the date of such settlement. No indemnifying party shall, without

the prior written consent of the indemnified party, effect any settlement of any pending or

threatened proceeding in respect of which any indemnified party is or could have been a

party and indemnity could have been sought hereunder by such indemnified party, unless

such settlement includes an unconditional release of such indemnified party from all

liability on claims that are the subject matter of such proceeding, and does not

include a statement as to, or an admission of fault, wrongdoing, culpability or a failure to

act by or on behalf of any indemnified party.

(d)To the extent the indemnification provided for in the preamble to this Section 11, Section

11(a) or Section 11(b) is unavailable to an indemnified party or insufficient in respect of

any losses, claims, damages or liabilities referred to therein, then each indemnifying party

under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall

contribute to the amount paid or payable by such indemnified party as a result of such

losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the

relative benefits received by the indemnifying party or parties on the one hand and the

indemnified party or parties on the other hand from the offering of the Shares or (ii) if the

allocation provided by clause 11(d)(i) above is not permitted by applicable law, in such

proportion as is appropriate to reflect not only the relative benefits referred to in

clause 11(d)(i) above but also the relative fault of the indemnifying party or parties on the

one hand and of the indemnified party or parties on the other hand in connection with the

statements or omissions that resulted in such losses, claims, damages or liabilities, as well

as any other relevant equitable considerations. The relative benefits received by the

Accelevation Parties and the Selling Shareholders on the one hand and the Underwriters

on the other hand in connection with the offering of the Shares shall be deemed to be in

the same respective proportions as the net proceeds from the offering of the Shares

(before deducting expenses) received by each Seller and the total underwriting discounts

and commissions received by the Underwriters, in each case as set forth in the table on

the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares.

The relative fault of the Accelevation Parties and the Selling Shareholders on the one

hand and the Underwriters on the other hand shall be determined by reference to, among

other things, whether the untrue or alleged untrue statement of a material fact or the

omission or alleged omission to state a material fact relates to information supplied by the

Accelevation Parties and the Selling Shareholders or by the Underwriters and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission. The Underwriters’ respective obligations to contribute

pursuant to this Section 11 are several in proportion to the respective number of Shares

they have purchased hereunder, and not joint. The liability of the Selling Shareholder

under the contribution agreement contained in this paragraph shall be limited to an

amount equal to the Selling Shareholder Proceeds.

(e)Each of the Accelevation Parties, the Selling Shareholders and the Underwriters agree

that it would not be just or equitable if contribution pursuant to this Section 11 were

determined by pro rata allocation (even if the Underwriters were treated as one entity for

such purpose) or by any other method of allocation that does not take account of the

equitable considerations referred to in Section 11(d). The amount paid or payable by an

indemnified party as a result of the losses, claims, damages and liabilities referred to in

Section 11(d) shall be deemed to include, subject to the limitations set forth above, any

legal or other expenses

reasonably incurred by such indemnified party in connection with investigating or

defending any such action or claim. Notwithstanding the provisions of this Section 11,

no Underwriter shall be required to contribute any amount in excess of the amount by

which the total price at which the Shares underwritten by it and distributed to the public

were offered to the public exceeds the amount of any damages that such Underwriter has

otherwise been required to pay by reason of such untrue or alleged untrue statement or

omission or alleged omission. No person guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. The remedies

provided for in this Section 11 are not exclusive and shall not limit any rights or remedies

which may otherwise be available to any indemnified party at law or in equity.

(f)The indemnity and contribution provisions contained in this Section 11 and the

representations, warranties and other statements of the Accelevation Parties and the

Selling Shareholders contained in this Agreement shall remain operative and in full force

and effect regardless of any termination of this Agreement, any investigation made by or

on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of

any Underwriter and their respective directors, officers, employees and agents, by or on

behalf of any Selling Shareholder or any person controlling any Selling Shareholder, or

by or on behalf of the Accelevation Parties, their officers or directors or any person

controlling the Accelevation Parties and acceptance of and payment for any of the Shares.

12.Directed Share Program Indemnification. (a) The Accelevation Parties, jointly

and severally, agree to indemnify and hold harmless Morgan Stanley, each person, if any, who

controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or

Section 20 of the Exchange Act and each affiliate of Morgan Stanley within the meaning of

Rule 405 of the Securities Act (“Morgan Stanley Entities”) from and against any and all losses,

claims, damages and liabilities (including, without limitation, any legal or other expenses

reasonably incurred in connection with defending or investigating any such action or claim) (i)

that arise out of, or are based upon, any untrue statement or alleged untrue statement of a

material fact contained in any material prepared by or with the consent of the Company for

distribution to Participants in connection with the Directed Share Program or arise out of, or are

based upon, any omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading; (ii) that arise out of, or are

based upon, the failure of any Participant to pay for and accept delivery of Directed Shares that

the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the

Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating

thereto) that are finally judicially determined to have resulted from the bad faith or gross

negligence of Morgan Stanley Entities.

(b)In case any proceeding (including any governmental investigation) shall be instituted

involving any Morgan Stanley Entity in respect of which indemnity may be sought

pursuant to Section 12(a), the Morgan Stanley Entity seeking indemnity shall promptly

notify the Accelevation Parties in writing and the

Accelevation Parties, upon request of the Morgan Stanley Entity, shall retain counsel

reasonably satisfactory to the Morgan Stanley Entity to represent the Morgan Stanley

Entity and any others the Accelevation Parties may designate in such proceeding and

shall pay the fees and disbursements of such counsel related to such proceeding. In any

such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel,

but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley

Entity unless (i) the Accelevation Parties shall have agreed to the retention of such

counsel or (ii) the named parties to any such proceeding (including any impleaded

parties) include the Accelevation Parties and the Morgan Stanley Entity and

representation of all parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. The Accelevation Parties shall not, in respect

of the legal expenses of the Morgan Stanley Entities in connection with any proceeding

or related proceedings in the same jurisdiction, be liable for the fees and expenses of

more than one separate firm (in addition to any local counsel) for all Morgan Stanley

Entities. Any such separate firm for the Morgan Stanley Entities shall be designated in

writing by Morgan Stanley. The Accelevation Parties shall not be liable for any

settlement of any proceeding effected without the written consent of the Accelevation

Parties, but if settled with such consent or if there be a final judgment for the plaintiff, the

Accelevation Parties, jointly and severally, agree to indemnify the Morgan Stanley

Entities from and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time a Morgan Stanley Entity shall

have requested the Accelevation Parties to reimburse it for fees and expenses of counsel

as contemplated by the second and third sentences of this paragraph, the Accelevation

Parties, jointly and severally, agree that such Accelevation Parties shall be liable for any

settlement of any proceeding effected without their written consent if (i) such settlement

is entered into more than 30 days after receipt by the Accelevation Parties of the aforesaid

request and (ii) the Accelevation Parties shall not have reimbursed the Morgan Stanley

Entity in accordance with such request prior to the date of such settlement. The

Accelevation Parties shall not, without the prior written consent of Morgan Stanley,

effect any settlement of any pending or threatened proceeding in respect of which any

Morgan Stanley Entity is or could have been a party and indemnity could have been

sought hereunder by such Morgan Stanley Entity, unless such settlement includes an

unconditional release of the Morgan Stanley Entities from all liability on claims that are

the subject matter of such proceeding.

(c)To the extent the indemnification provided for in Section 12(a) is unavailable to a

Morgan Stanley Entity or insufficient in respect of any losses, claims, damages or

liabilities referred to therein, then each Accelevation Party shall contribute to the amount

paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages

or liabilities in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Morgan Stanley Entities on the other hand from

the offering of the Directed Shares. If however the allocation provided by the

immediately preceding sentence is not permitted by applicable law, then each

Accelevation Party shall contribute such

amount paid or payable by the Morgan Stanley Entities in such proportion as is

appropriate to reflect not only the relative benefits but also the relative fault of the

Accelevation Parties on the one hand and of the Morgan Stanley Entities on the other

hand in connection with any statements or omissions that resulted in such losses, claims,

damages or liabilities, as well as any other relevant equitable considerations. The relative

benefits received by the Accelevation Parties on the one hand and the Morgan Stanley

Entities on the other hand in connection with the offering of the Directed Shares shall be

deemed to be in the same respective proportions as the net proceeds from the offering of

the Directed Shares (before deducting expenses) received by the Company bear to the

total underwriting discounts and commissions received by the Morgan Stanley Entities

for the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or

alleged untrue statement of a material fact or the omission or alleged omission to state a

material fact, the relative fault shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement or the omission or alleged omission relates

to information supplied by the Accelevation Parties or by the Morgan Stanley Entities

and the parties’ relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission.

(d)The Accelevation Parties and the Morgan Stanley Entities agree that it would not be just

or equitable if contribution pursuant to this Section 12 were determined by pro rata

allocation (even if the Morgan Stanley Entities were treated as one entity for such

purpose) or by any other method of allocation that does not take account of the equitable

considerations referred to in Section 12(c). The amount paid or payable by the Morgan

Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the

immediately preceding paragraph shall be deemed to include, subject to the limitations

set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley

Entities in connection with investigating or defending any such action or claim.

Notwithstanding the provisions of this Section 12, no Morgan Stanley Entity shall be

required to contribute any amount in excess of the amount by which the total price at

which the Directed Shares distributed to the public were offered to the public exceeds the

amount of any damages that such Morgan Stanley Entity has otherwise been required to

pay. The remedies provided for in this Section 12 are not exclusive and shall not limit

any rights or remedies which may otherwise be available to any indemnified party at law

or in equity.

(e)The obligations of the Accelevation Parties under this Section 12 shall be in addition to

any liability which the Accelevation Parties may otherwise have. The indemnity and

contribution provisions contained in this Section 12 shall remain operative and in full

force and effect regardless of (i) any termination of this Agreement, (ii) any investigation

made by or on behalf of any Morgan Stanley Entity or any Accelevation Party, its

officers or directors or any person controlling such Accelevation Party and (iii)

acceptance of and payment for any of the Directed Shares.

13.Termination. The Underwriters may terminate this Agreement by notice given by

the Representatives to the Company and the Selling Shareholders, if after the execution and

delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as

the case may be, (i) trading generally shall have been suspended or materially limited on, or by,

as the case may be, any of the New York Stock Exchange, the NYSE American, the Nasdaq, the

Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of

Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange

or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or

clearance services in the United States shall have occurred, (iv) any moratorium on commercial

banking activities shall have been declared by Federal or New York State authorities or (v) there

shall have occurred any outbreak or escalation of hostilities, or any change in financial markets

or any calamity or crisis that, in the Representatives’ judgment, is material and adverse and

which, singly or together with any other event specified in this clause (v), makes it, in the

Representatives’ judgment, impracticable or inadvisable to proceed with the offer, sale or

delivery of the Shares on the terms and in the manner contemplated in the Time of Sale

Prospectus or the Prospectus.

14.Effectiveness; Defaulting Underwriters. This Agreement shall become effective

upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of

the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to

purchase hereunder on such date, and the aggregate number of Shares which such defaulting

Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth

of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall

be obligated severally in the proportions that the number of Firm Shares set forth opposite their

respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite

the names of all such non-defaulting Underwriters, or in such other proportions as the

Representatives may specify, to purchase the Shares which such defaulting Underwriter or

Underwriters agreed but failed or refused to purchase on such date; provided that in no event

shall the number of Shares that any Underwriter has agreed to purchase pursuant to this

Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth of such

number of Shares without the written consent of such Underwriter. If, on the Closing Date, any

Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate

number of Firm Shares with respect to which such default occurs is more than one-tenth of the

aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to

the Representatives, the Company and the Selling Shareholders for the purchase of such Firm

Shares are not made within 36 hours after such default, this Agreement shall terminate without

liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders.

In any such case either the Representatives or the relevant Sellers shall have the right to postpone

the Closing Date, but in no event for longer than seven days, in order that the required changes, if

any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any

other documents or arrangements may be effected. If, on an Option Closing Date, any

Underwriter or Underwriters shall fail or refuse to purchase Additional

Shares and the aggregate number of Additional Shares with respect to which such default occurs

is more than one-tenth of the aggregate number of Additional Shares to be purchased on such

Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their

obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date

or (ii) purchase not less than the number of Additional Shares that such non-defaulting

Underwriters would have been obligated to purchase in the absence of such default. Any action

taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect

of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any

failure or refusal on the part of the Accelevation Parties or any Selling Shareholder to comply

with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the

Accelevation Parties or any Selling Shareholder shall be unable to perform its obligations under

this Agreement, the Accelevation Parties or such Selling Shareholder, as applicable, will

reimburse the Underwriters or such Underwriters as have so terminated this Agreement with

respect to themselves, severally, for all reasonable and documented out-of-pocket expenses

(including the fees and disbursements of their counsel) reasonably incurred by such Underwriters

in connection with this Agreement or the offering contemplated hereunder.

15.Entire Agreement. This Agreement, together with any contemporaneous written

agreements and any prior written agreements (to the extent not superseded by this Agreement)

that relate to the offering of the Shares, represents the entire agreement between the Accelevation

Parties and the Selling Shareholders, on the one hand, and the Underwriters, on the other, with

respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the

Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(a)The Accelevation Parties and each Selling Shareholder acknowledge that in connection

with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not

agents of, and owe no fiduciary duties to, the Accelevation Parties, any of the Selling

Shareholders or any other person; (ii) the Underwriters owe the Accelevation Parties and

each Selling Shareholder only those duties and obligations set forth in this Agreement,

any contemporaneous written agreements and prior written agreements (to the extent not

superseded by this Agreement), if any; (iii) the Underwriters may have interests that

differ from those of the Accelevation Parties and each Selling Shareholder; and (iv) none

of the activities of the Underwriters in connection with the transactions contemplated

herein constitutes a recommendation, investment advice, or solicitation of any action by

the Underwriters with respect to any entity or natural person. The Accelevation Parties

and each Selling Shareholder waive to the full extent permitted by applicable law any

claims any of them may have against the Underwriters arising from an alleged breach of

fiduciary duty in connection with the offering of the Shares.

(b)Each Selling Shareholder further acknowledges and agrees that, although the

Underwriters may provide certain Selling Shareholders with certain Regulation Best

Interest and Form CRS disclosures or other related documentation in connection with the

offering, the Underwriters are not making a recommendation to any Selling Shareholder

to participate in the offering or sell any Shares at the Purchase Price, and nothing set forth

in such disclosures or documentation is intended to suggest that any Underwriter is

making such a recommendation.

16.Recognition of the U.S. Special Resolution Regimes. (a) In the event that any

Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special

Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and

obligation in or under this Agreement, will be effective to the same extent as the transfer would

be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest

and obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such

Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are

permitted to be exercised to no greater extent than such Default Rights could be exercised

under the U.S. Special Resolution Regime if this Agreement were governed by the laws

of the United States or a state of the United States.

For purposes of this Section 16, a “BHC Act Affiliate” has the meaning assigned to the

term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered

Entity” means any of the following: (i) a “covered entity” as that term is defined in, and

interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each

of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations

promulgated thereunder.

17.Counterparts; Electronic Signatures. This Agreement may be signed in two or

more counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile,

electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of

2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other

applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so

delivered shall be deemed to have been duly and validly delivered and be valid and effective for

all purposes.

18.Applicable Law. This Agreement and any claim, controversy or dispute arising

under or related to this Agreement shall be governed by and construed in accordance with the

internal laws of the State of New York without regard to principles of conflict of laws that would

result in the application of any other law than the laws of the State of New York. Each of the

Representatives, the Accelevation Parties and the Selling Shareholders agrees that any suit or

proceeding arising in respect of this Agreement or any transaction contemplated by this

Agreement will be tried exclusively in the U.S. District Court for the Southern District of New

York or, if that court does not have subject matter jurisdiction, in any state court located in The

City and County of New York and each of the Representatives, the Accelevation Parties and the

Selling Shareholders agrees to submit to the jurisdiction of, and to venue in, such courts.

19.Waiver of Jury Trial. EACH OF THE ACCELEVATION PARTIES, THE

SELLING SHAREHOLDERS AND THE UNDERWRITERS HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND

ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

20.Binding Agreement. This Agreement shall be binding upon, and inure solely to the

benefit of, the Underwriters, the Accelevation Parties, the Selling Shareholders and each person

who controls any Accelevation Party, Selling Shareholder or any Underwriter, or any director,

officer, employee, or affiliate of any Underwriter, and their respective heirs, executors,

administrators, successors and assigns, and no other person shall acquire or have any right under

or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be

deemed a successor or assign by reason merely of such purchase.

21.Tax Disclosures. Notwithstanding anything herein to the contrary, the

Accelevation Parties are authorized to disclose to any persons the U.S. federal and state income

tax treatment and tax structure of the potential transaction and all materials of any kind

(including tax opinions and other tax analyses) provided to the Accelevation Parties relating to

that treatment and structure, without the Underwriters imposing any limitation of any kind.

However, any information relating to the tax treatment and tax structure shall remain confidential

(and the foregoing sentence shall not apply) to the extent necessary to enable any person to

comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be

relevant to that treatment.

22.Headings. The headings of the sections of this Agreement have been inserted for

convenience of reference only and shall not be deemed a part of this Agreement.

23.Notices. All communications hereunder shall be in writing and effective only

upon receipt and if to the Underwriters shall be delivered, mailed or sent to the Representatives

in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention:

Equity Syndicate Desk, with a copy to the Legal Department and J.P. Morgan Securities LLC,

270 Park Avenue, New York, New York 10017, Attention:

Equity Syndicate Desk; if to the Company shall be delivered, mailed or sent to 9555 N.

Springboro Pike, Suite 400, Miamisburg, Ohio 45342, Attn: Michael Rubiera; and if to the

Selling Shareholders shall be delivered, mailed or sent to c/o Olympus Partners, Metro Center,

4th Floor, One Station Place, Stamford, CT 06902, Attn: Matt Boyd.

[Signature Pages Follow]

[Signature Page to Underwriting Agreement]


Very truly yours,

ACCELEVATION HOLDINGS CORP.



By:	/s/ Michael Rubiera
	Name:	Michael Rubiera
	Title:	Chief Executive Officer


ACCELEVATION LLC



By:	/s/ Michael Rubiera
	Name:	Michael Rubiera
	Title:	Chief Executive Officer

[Signature Page to Underwriting Agreement]

The Selling Shareholders named in Schedule I

hereto, acting severally


ACCELEVATION CASH PUBCO HOLDINGS LP



By:	/s/ Matthew Boyd
	Name:	Matthew Boyd
	Title:	President


ACCELEVATION INVESTMENT HOLDINGS LLC



By:	/s/ Matthew Boyd
	Name:	Matthew Boyd
	Title:	President


Accepted as of the date hereof

Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC

Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto


By:	Morgan Stanley & Co. LLC



By:	/s/ Joe Nassirian
	Name:	Joe Nassirian
	Title:	Executive Director


By:	J.P. Morgan Securities LLC



By:	/s/ Michael Rhodes
	Name:	Michael Rhodes
	Title:	Managing Director

I-1

SCHEDULE I


Selling Shareholder	Number of Firm Shares To Be Sold	Number of Additional Shares To Be Sold
Accelevation Cash Pubco Holdings LP	8,011,999	2,042,041
Accelevation Investment Holdings LLC	11,988,001	2,457,959
Total:	20,000,000	4,500,000

II-1

SCHEDULE II


Underwriter		Number of Firm Shares To Be Purchased
Morgan Stanley & Co. LLC		7,211,727
J.P. Morgan Securities LLC		7,211,727
Goldman Sachs & Co. LLC		3,278,058
Barclays Capital Inc.		2,622,446
BofA Securities, Inc.		2,622,446
Houlihan Lokey Capital, Inc.		2,950,252
Robert W. Baird & Co. Incorporated		1,367,781
William Blair & Company, L.L.C.		1,367,781
Piper Sandler & Co.		820,669
Nomura Securities International, Inc.		519,758
WR Securities, LLC		27,355
Total:		30,000,000

III-1

SCHEDULE III

Time of Sale Prospectus

1.Preliminary Prospectus issued September 22, 2026

2.Orally communicated pricing information:

Firm Shares: 30,000,000

Additional Shares: 4,500,000

Public Offering Price per Share: $18.00

IV-1

SCHEDULE IV

Transaction Documents

1.Amended and Restated Certificate of Incorporation of the Company.

2.Operating Agreement of Accelevation Holdings LLC.

3.Exchange Agreement among the Company, Accelevation Holdings LLC, Instor Blocker,

Inc. and Accelevation Investment Holdings LLC.

4.Tax Receivable Agreement among the Company, Accelevation Holdings LLC and the

parties listed on Schedule A thereto.

Exhibit A-1

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

[●], 2026

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities

LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule

II to the Underwriting Agreement, propose to enter into an Underwriting Agreement (the

“Underwriting Agreement”) with Accelevation Holdings Corp., a Delaware corporation (the

“Company”), Accelevation LLC, a Delaware limited liability company, and certain selling

shareholders of the Company named in Schedule I thereto (the “Selling Shareholders”)

providing for the public offering (the “Public Offering”) by the several Underwriters, including

the Representatives (the “Underwriters”), of 30,000,000 shares (the “Shares”) of the Class A

common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”).

As used herein, the term “Common Stock” refers to shares of the Company’s Class A Common

Stock and Class B common stock, par value $0.0001 per share (the “Class B Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their

efforts in connection with the Public Offering, the undersigned hereby agrees that, without the

prior written consent of the Representatives on behalf of the Underwriters, it will not, and will

not publicly disclose an intention to, during the period commencing on the date hereof and

ending immediately after the close of the Trading Day occurring on the 180th day after the date

of the final prospectus (the “Prospectus”) relating to the Public Offering (the “180th Day”) or,

if the 180th Day is not a Trading Day, ending immediately after the close of the last Trading Day

immediately preceding the 180th Day (such period of time between the date hereof and, as the

case may be, the 180th Day or the last Trading Day immediately preceding the 180th Day,

referred to herein as the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any

option or contract to purchase, purchase any option or contract to sell, grant any option, right or

warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of

Common Stock owned or hereafter acquired by the undersigned or with respect to which

Exhibit A-2

the undersigned has or hereafter acquires the power of disposition, including, without limitation,

Common Stock or such other securities which may be deemed to be beneficially owned (as such

term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) and securities which may be issued upon exercise of a stock option or warrant by the

undersigned or any other securities so owned convertible into or exercisable or exchangeable for

Common Stock (collectively, the “Lock-Up Securities”), including units of Accelevation

Holdings LLC (“Holdings LLC”) (the “Units”) or (2) enter into any hedging, swap, loan or

other arrangement (including, without limitation, any short sale or the purchase or sale of, or

entry into, any put or call option, or combination thereof, forward or any other derivative

transaction or instrument, however described or defined) that transfers to another, in whole or in

part, directly or indirectly, any of the economic consequences of ownership of the Lock-Up

Securities, whether any such transaction described in clause (1) or (2) above is to be settled by

delivery of Common Stock or such other Lock-Up Securities, in cash or otherwise. The

undersigned acknowledges and agrees that the foregoing precludes the undersigned from

engaging in any hedging or other transactions designed or intended, or which could reasonably

be expected to lead to or result in, a sale or disposition of any Lock-Up Securities, even if any

such sale or disposition transaction or transactions would be made or executed by or on behalf of

someone other than the undersigned. For purposes of this agreement, a “Trading Day” is a day

on which the Nasdaq Stock Market is open for the buying and selling of securities.

The foregoing shall not apply to the following:

(a)transactions relating to shares of Common Stock or other securities acquired from

the Underwriters in the Public Offering or in open market transactions after the completion of the

Public Offering; provided that no public report or filing with the Securities and Exchange

Commission (the “Commission”) or otherwise is required or voluntarily made during the

Restricted Period;

(b)transfers, dispositions or distributions of Lock-Up Securities: (i) as one or more

bona fide gifts, including, without limitation, to a charitable organization or educational

institution, or for bona fide estate planning purposes, (ii) by will, testamentary document or

intestacy, (iii) by operation of law, such as pursuant to a qualified domestic order, divorce

settlement, divorce decree or separation agreement, (iv) pursuant to an order of a court or

regulatory agency having jurisdiction over the undersigned, (v) to any corporation, partnership,

limited liability company or other entity of which the undersigned or the immediate family

member of the undersigned (as defined in FINRA Rule 5130(i)(5)) are the legal and beneficial

owner of all of the outstanding equity securities or similar interests, (vi) to any nominee or

custodian of a person or entity to whom a disposition or transfer would be permissible under

clauses (i) through (v) above, (vii) to any member of the undersigned’s immediate family or to

any trust, partnership, limited liability company or other entity for the direct or indirect benefit of

the undersigned and/or any member of the undersigned’s immediate family, or if the undersigned

is a trust, to a trustor or beneficiary of the trust or to the estate of the beneficiary of such trust,

(viii) to the Company upon the undersigned’s death, disability or termination of employment or

other service relationship with the Company, (ix) to the

Exhibit A-3

Company in connection with the vesting, settlement or exercise of restricted stock units, options,

warrants or other rights to purchase shares of Common Stock (including, in each case, by way of

“net” or “cashless” exercise), including any transfer to the Company for the payment of tax

withholdings or remittance payments due as a result of the vesting, settlement or exercise of such

restricted stock units, options, warrants or other rights, or the conversion of convertible

securities, in all such cases pursuant to equity awards granted under a stock incentive plan or

other equity award plan, each as described in the Registration Statement; provided that any

securities received upon such vesting, settlement, exercise or conversion shall be subject to the

terms of this agreement, or (x) with the prior written consent of the Representatives on behalf of

the Underwriters; provided that in the case of any transfer, disposition or distribution (1)

pursuant to clauses (i), (ii), (iii), (iv), (v), (vi) and (vii), each donee, devisee, trustee, distributee

or transferee, as the case may be, shall sign and deliver a lock-up agreement substantially in the

form of this agreement for the balance of the Restricted Period, (2) pursuant to clauses (i), (ii),

(iii), (v), (vi) and (vii), any such transfer shall not involve a disposition for value, (3) pursuant to

clauses (v), (vi) and (vii), such transfers are not required to be reported during the Restricted

Period in a filing with the Commission under Section 16(a) of the Exchange Act on Form 4 or

Form 5 (or, in the case of clauses (i), (ii), (iii) and (iv) above, any filing, if required, shall

indicate in the footnotes thereto that the filing relates to circumstances described in the relevant

clause), (4) pursuant to clauses (i), (ii), (iii), (viii) and (ix), the undersigned does not otherwise

voluntarily effect any public filing or report regarding such transfers, and (5) in the case of

clauses (viii) and (ix) above, that such Lock-Up Securities were issued to the undersigned

pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option,

warrant or other right disclosed in the Prospectus;

(c)if the undersigned is not an individual, distributions of Lock-Up Securities to: (i)

another corporation, partnership, limited liability company or other business entity that is an

affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the

“Securities Act”)) of the undersigned, or to any investment fund or other entity controlling,

controlled by, managing or managed by or under common control with the undersigned or

affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a

partnership, to its general partner or a successor partnership or fund, or any other funds managed

by such partnership), or (ii) as part of a distribution to limited partners, limited liability company

members or stockholders of the undersigned or holders of similar equity interests in the

undersigned; provided that in the case of any distribution pursuant to this clause, (1) each

distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement

for the balance of the Restricted Period, (2) any such transfer shall not involve a disposition for

value, (3) such transfers are not required to be reported during the Restricted Period in a filing

with the Commission under Section 16(a) of the Exchange Act on Form 4 or Form 5, and (4) the

undersigned does not otherwise voluntarily effect any public filing or report regarding such

transfers;

(d)establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act for

the transfer of shares of Class A Common Stock; provided that (1) such plan does not provide for

the transfer of Class A Common Stock during the Restricted Period and

1 NTD: To be included for Olympus.

Exhibit A-4

(2) no public announcement, filing or report under the Exchange Act shall be voluntarily made

by any person in connection therewith during the Restricted Period (other than general disclosure

in Company periodic reports to the effect that Company directors and officers may enter into

such trading plans from time to time) and, if any announcement, filing or report shall be legally

required during the Restricted Period, such announcement, filing or report shall clearly indicate

therein that none of the securities subject to such plan may be transferred, sold, or otherwise

disposed of pursuant to such plan until after expiration of the Restricted Period; [or]

(e)sales pursuant to the terms of the Underwriting Agreement[; or]

(f)[pledging, hypothecating or otherwise granting a security interest in Lock-Up

Securities to one or more banks, financial or lending institutions as collateral or security for any

loan, advance, margin loan or extension of credit or similar financing activity or arrangements

and any transfer upon foreclosure upon or enforcement of such Lock-Up Securities, provided,

that the undersigned or the Company, as the case may be, shall provide the Representatives prior

written notice informing them of any public filing, report or announcement with respect to such

pledge, hypothecation or other grant of a security interest].1

Notwithstanding the foregoing, clause (b)(1) above shall not apply with respect to any

transfer of shares of Common Stock to charitable organization transferees or recipients

(including any direct or indirect member or partner of the undersigned that receives such shares

of Common Stock pursuant to a distribution in-kind to such member or partner) in an aggregate

amount, together with any such transfers by the undersigned and the undersigned’s affiliates

pursuant to any substantially similar lock-up agreement with the Representatives, not to exceed

1.0% of the outstanding shares of Common Stock (treating as outstanding shares of Class A

Common Stock and Class B Common Stock). For the avoidance of doubt, any transfer of shares

of Common Stock to a charitable organization transferee or recipient that has agreed in writing to

be bound by the same terms described in this Lock-Up Agreement to the extent and for the

duration that such terms remain in effect at the time of the transfer shall not count towards the

percentage in the preceding sentence.

The restrictions set forth in this Lock-Up Agreement shall not apply to any exchange,

transfer or sale in connection with, and as contemplated by, the Organizational Transactions (as

such term is defined in the Underwriting Agreement).

In addition, the undersigned agrees that, without the prior written consent of the

Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any

demand for or exercise any right with respect to, the registration of any shares of Common

Stock, Units or any other security convertible into or exercisable or exchangeable for Common

Stock.

Exhibit A-5

The undersigned also agrees and consents to the entry of stop transfer instructions with

the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of

Lock-Up Securities except in compliance with the foregoing restrictions.

[If the undersigned is an officer or director of the Company, the undersigned further

agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the

undersigned may purchase in the offering.]

If the undersigned is an officer or director of the Company, (i) the Representatives agree

that, at least three business days before the effective date of any release or waiver of the

foregoing restrictions in connection with a transfer of shares of Class A Common Stock or other

Lock-Up Securities, the Representatives will notify the Company of the impending release or

waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the

impending release or waiver by press release through a major news service (or such other method

that satisfies the requirements of FINRA Rule 5131(d)(2)) at least two business days before the

effective date of the release or waiver. Any release or waiver granted by the Representatives

hereunder to any such officer or director shall only be effective two business days after the

publication date of such press release. The provisions of this paragraph will not apply if (a) the

release or waiver is effected solely to permit a transfer not for consideration or that is to an

immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed

in writing to be bound by the same terms described in this agreement to the extent and for the

duration that such terms remain in effect at the time of the transfer.

The undersigned hereby represents and warrants that the undersigned has full power,

capacity and authority to enter into this agreement. The undersigned understands that the

Company and the Underwriters are relying upon this agreement in proceeding toward

consummation of the Public Offering. The undersigned further understands that this agreement

is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors

and assigns.

The undersigned acknowledges and agrees that the Underwriters have not provided any

recommendation or investment advice nor have the Underwriters solicited any action from the

undersigned with respect to the Public Offering and the undersigned has consulted their own

legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The

undersigned further acknowledges and agrees that, although the Underwriters may provide

certain Regulation Best Interest and Form CRS disclosures or other related documentation to you

in connection with the Public Offering, the Underwriters are not making a recommendation

to you to participate in the Public Offering or sell any Shares at the price determined in the

Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest

that any Underwriter is making such a recommendation.

Whether or not the Public Offering actually occurs depends on a number of factors,

including market conditions. Any Public Offering will only be made pursuant to an

Underwriting Agreement, the terms of which are subject to negotiation between the Company

and the Underwriters.

Exhibit A-6

[In the event that a Representative withdraws or is terminated from, or declines to

participate in, the Public Offering, all references in this agreement to the Representatives shall

refer to the remaining Representative. If all Representatives withdraw, are terminated from or

decline to participate in the Public Offering, all references in this agreement to the

Representatives shall refer to the lead left book runner in the Public Offering (“Replacement

Entity”), and in such event, any written consent, waiver or notice given or delivered in

connection with this agreement by or to such Replacement Entity shall be deemed to be

sufficient and effective for all purposes under this agreement.]

This agreement shall automatically terminate and be of no further effect upon the earliest

to occur, if any, of: (i) the date of filing with the Commission of a notice of withdrawal of the

registration statement on Form S-1 related to the Public Offering pursuant to Rule 477

promulgated under the Securities Act, prior to its effectiveness, (ii) the date that the Company

advises the Representatives in writing prior to the execution of the Underwriting Agreement that

it has determined not to proceed with the Public Offering, (iii) the date that the Representatives

advise the Company in writing prior to the execution of the Underwriting Agreement that they

have determined not to proceed with the Public Offering, (iv) the date that the Underwriting

Agreement (other than the provisions thereof that survive termination) terminates or is

terminated prior to payment for and delivery of any Shares to be sold thereunder (other than

pursuant to the Underwriters’ option thereunder to purchase Additional Shares), and (v) March

31, 2027, in the event that the Underwriting Agreement has not been executed on or before that

date.

This agreement and any claim, controversy or dispute arising under or related to this

agreement shall be governed by and construed in accordance with the laws of the State of New

York.

This agreement may be executed in any number of counterparts, each of which shall be

deemed to be an original, but all such counterparts shall together constitute one and the same

agreement. Electronic signatures complying with the New York Electronic Signatures and

Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable

law will be deemed original signatures for purposes of this agreement. Transmission by telecopy,

electronic mail or other transmission method (including .pdf or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or

www.echosign.com) of an executed counterpart of this agreement will constitute due and

sufficient delivery of such counterpart.

[Signature Pages Follow]

[Signature Page to Lock-Up Agreement]


	Very truly yours,



	(Name)




	(Address)

Exhibit B-1

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

[●], 2026

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to the representatives of the several underwriters in

connection with the offering by Accelevation Holdings Corp. (the “Company”) and certain

selling shareholders of the sCompany, of [●] shares of Class A common stock, par value $0.0001

per share (the “Common Stock”), of the Company and the lock-up agreement dated [●], 2026

(the “Lock-Up Agreement”), executed by you in connection with such offering, and your

request for a [waiver] [release] dated [●], 202[●], with respect to [●] shares of Common Stock

(the “Shares”).

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC hereby agree to [waive]

[release] the transfer restrictions set forth in the Lock-Up Agreement, but only with respect to the

Shares, effective [●], 20[26]; provided, however, that such [waiver] [release] is conditioned on

the Company announcing the impending [waiver] [release] by press release through a major

news service at least two business days before effectiveness of such [waiver] [release]. This

letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-Up Agreement shall remain in

full force and effect.

[Signature Page Follows]

Exhibit B-2


	Very truly yours,

	Morgan Stanley & Co. LLC
	J.P. Morgan Securities LLC


	Acting severally on behalf of themselves and
	the several Underwriters named in Schedule
	II to the Underwriting Agreement


	By:
		Name:
		Title:
cc: Company

Exhibit B-3

FORM OF PRESS RELEASE

Accelevation Holdings Corp.

[Date]

Accelevation Holdings Corp. (the “Company”) announced today that Morgan Stanley & Co.

LLC and J.P. Morgan Securities LLC, the lead book-running managers in the Company’s recent

public sale of [●] shares of its Class A common stock are [waiving][releasing] a lock-up

restriction with respect to [●] shares of the Company’s Class A common stock held by [certain

officers or directors] [an officer or director] of the Company. The [waiver][release] will take

effect on [●], 202[●], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any

other jurisdiction where such offer is prohibited, and such securities may not be offered or

sold in the United States absent registration or an exemption from registration under the

United States Securities Act of 1933, as amended.

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ACCELEVATION HOLDINGS CORP.

* * * * *

Accelevation Holdings Corp., a corporation duly organized and existing under and by virtue of

the provisions of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY as follows:

FIRST: The present name of the Corporation is Accelevation Holdings Corp. The original

Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State

of Delaware on June 15, 2026 (the “Certificate of Incorporation”).

SECOND: The Board of Directors of the Corporation, pursuant to a unanimous written consent,

duly adopted resolutions authorizing the Corporation to amend and restate the Certificate of

Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part

hereof (the “Amended and Restated Certificate”).

THIRD: The Amended and Restated Certificate restates and integrates and further amends the

Certificate of Incorporation.

FOURTH: The stockholders of the Corporation approved and adopted the Amended and

Restated Certificate by written consent in accordance with Section 228 of the General

Corporation Law of the State of Delaware.

FIFTH: The Amended and Restated Certificate has been duly adopted in accordance with

Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

* * * * *

Signature Page to Amended and Restated

Certificate of Incorporation of Accelevation Holdings Corp.

IN WITNESS WHEREOF, Accelevation Holdings Corp. has caused this Amended and Restated

Certificate of Incorporation to be executed by its duly authorized officer on this 29th day of

September, 2026.


ACCELEVATION HOLDINGS CORP.


By:		/s/ Michael Rubiera
Name:	Michael Rubiera
Title:	Chief Executive Officer

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ACCELEVATION HOLDINGS CORP.

ARTICLE ONE

The name of the corporation is Accelevation Holdings Corp. (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange

Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its

registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature and purpose of the business of the Corporation is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation Law of the

State of Delaware (“DGCL”).

ARTICLE FOUR

Section 1.Authorized Shares. The total number of shares of all classes of capital stock

which the Corporation shall have authority to issue is 1,100,000,000 shares, consisting of three

classes as follows:

1.100,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred

Stock”);

2.500,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A

Common Stock”); and

3.500,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B

Common Stock” and together with the Class A Common Stock, the “Common Stock”).

The Preferred Stock and the Common Stock shall have the designations, rights, powers, and

preferences and the qualifications, restrictions, and limitations thereof, if any, set forth below.

Section 2.Preferred Stock. The Board of Directors of the Corporation (the “Board”) is

authorized, subject to limitations prescribed by law, to provide, by resolution or resolutions for

the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to

establish the number of shares to be included in each such series, and to fix the voting powers (if

any), designations, powers, preferences, and relative, participating, optional, or other special

rights, if any, of the shares of each such series, and any qualifications, limitations, or restrictions

thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and

liquidation preferences, any or all of which may be greater than the rights of the Common Stock.

The powers (including voting powers), preferences, and relative, participating, optional, and

other special rights of each series of Preferred Stock and the qualifications, limitations or

restrictions thereof, if any, may differ from those of any and all other series at any time

outstanding. Subject to the rights of the holders of any series of Preferred Stock, the number of

authorized shares of Preferred Stock may be increased or decreased (but not below the number of

shares thereof then outstanding), without the separate vote of the holders of the Preferred Stock

as a class, irrespective of the provisions of Section 242(b)(2) of the DGCL. For the avoidance of

doubt, and notwithstanding the foregoing, the Corporation shall be governed by Section 242(d)

of the DGCL.

Section 3.Common Stock.

(a)Voting Rights. Except as otherwise required by the DGCL or as provided

by or pursuant to the provisions of this Certificate of Incorporation (as amended and/or restated

from time to time, including pursuant to any certificate of designation relating to any series of

Preferred Stock, the “Certificate”):

(i)Each holder of Class A Common Stock shall be entitled to one

vote for each share of Class A Common Stock held of record by such holder on all matters to be

voted upon by stockholders of the Corporation.

(ii)Each holder of Class B Common Stock shall be entitled to one vote

for each share of Class B Common Stock held of record by such holder on all matters to be voted

upon by stockholders of the Corporation.

(iii)Except as otherwise required in this Certificate or by applicable

law, the holders of Class A Common Stock and Class B Common Stock shall vote together as a

single class on all matters on which stockholders of the Corporation are generally entitled to vote

(and, if any holders of Preferred Stock are entitled to vote together with the holders of Common

Stock, as a single class with such holders of Preferred Stock); provided, however, that, except as

otherwise required by law or this Certificate, the holders of Common Stock, as such, shall not be

entitled to vote on any amendment to this Certificate (including any certificate of designation

relating to any series of Preferred Stock) that relates solely to the terms of one or more

outstanding series of Preferred Stock if the holders of such affected series are entitled, either

separately or together with the holders of one or more other such series, to vote thereon pursuant

to this Certificate (including any certificate of designation relating to any series of Preferred

Stock) or pursuant to the DGCL. Subject to the rights of the holders of any series of Preferred

Stock, the number of authorized shares of Class A Common Stock or Class B Common Stock

may be increased or decreased (but not below the number of shares thereof then outstanding)

without the separate vote of the holders of the Class A Common Stock or Class B Common

Stock, as applicable, irrespective of the provisions of Section 242(b)(2) of the DGCL. For the

avoidance of doubt, the Corporation does not intend by the foregoing sentence to opt out of the

provisions of Section 242(d) of the DGCL, and intends that Section 242(d) be applicable to the

Corporation.

(iv)The holders of shares of Common Stock shall not have cumulative

voting rights.

(b)Dividends. Subject to applicable law and the rights, if any, of the holders

of any outstanding series of Preferred Stock or any class or series of stock having a preference

over or the right to participate with the Class A Common Stock with respect to the payment of

dividends in cash, stock, or property of the Corporation, such dividends may be declared and

paid on the Class A Common Stock out of the assets of the Corporation that are by law available

therefor at such times and in such amounts as the Board in its discretion shall determine.

Dividends shall not be declared or paid on the Class B Common Stock.

(c)Liquidation, Dissolution, etc. In the event of any voluntary or involuntary

liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or

provision for payment of the debts and other liabilities of the Corporation as required by law and

of the preferential and other amounts, if any, to which the holders of Preferred Stock or any class

or series of stock having a preference over or the right to participate with the Class A Common

Stock shall be entitled, the holders of all outstanding shares of Class A Common Stock shall be

entitled to participate in the distribution of the remaining assets of the Corporation available for

distribution to holders of Class A Common Stock ratably in proportion to the number of shares

held by each such stockholder. The holders of shares of Class B Common Stock, as such, shall

not be entitled to receive any assets of the Corporation in the event of any voluntary or

involuntary liquidation, dissolution, or winding up of the affairs of the Corporation.

(d)Reclassification. Neither the Class A Common Stock nor the Class B

Common Stock may be subdivided, split, combined, consolidated, reclassified, or otherwise

changed unless contemporaneously therewith the other class of Common Stock and the common

units of Accelevation Holdings LLC, a Delaware limited liability company (such units, the “LLC

Units”), are subdivided, split, combined, consolidated, reclassified, or otherwise changed in the

same proportion and in the same manner.

(e)Exchange. The holders of LLC Units other than the Corporation shall, to

the extent provided in the Exchange Agreement and the LLC Agreement (each, defined below)

and in accordance with the terms and conditions of the Exchange Agreement and the LLC

Agreement, as applicable, have the right to exchange the Class B Common Stock and the LLC

Units held by them for the number of fully paid and nonassessable shares of Class A Common

Stock determined in accordance with the terms of the Exchange Agreement. Upon the exchange

of an LLC Unit for one share of Class A Common Stock in accordance with the terms and

conditions of the Exchange Agreement and the LLC Agreement, as applicable, one share of

Class B Common Stock held by the exchanging holder shall automatically and without further

action on the part of the Corporation be transferred to the Corporation for no consideration, and

shall be automatically retired and cancelled and shall no longer be issued or outstanding and may

not be reissued and shall return to the status of authorized but unissued shares of Class B

Common Stock. The Corporation shall at all times when any shares of Class B Common Stock

and LLC Units shall be outstanding, reserve and keep available out of its authorized but unissued

Class A Common Stock such number of shares of the Class A Common Stock as shall from time

to time be sufficient to effect the exchange of all outstanding shares of Class B Common Stock

and LLC Units into shares of Class A Common Stock in accordance with the terms of the

Exchange Agreement and the LLC Agreement. If at any time the number of authorized but

unissued shares of Class A Common Stock shall not be sufficient to effect the exchange of all

outstanding LLC Units, the Corporation will take such corporate actions within its power as may,

in the opinion of its counsel, be necessary to cause this Certificate to be amended so as to

increase the number of authorized shares of Class A Common Stock to such number as shall be

sufficient for such purpose. “Exchange Agreement” means that certain Exchange Agreement,

dated on or about the date hereof, among the Corporation, Instor Blocker, Inc., Accelevation

Holdings LLC, and holders of LLC Units party thereto, as it may be amended and/or restated

from time to time, a copy of which is available from the Corporation upon request and without

cost. “LLC Agreement” means that certain Limited Liability Company Agreement of

Accelevation Holdings LLC, dated on or about the date hereof, as it may be amended and/or

restated from time to time, a copy of which is available from the Corporation upon request and

without cost.

(f)Automatic Transfer. No share of Class B Common Stock may be sold,

exchanged, or otherwise transferred, other than in connection with (i) the original issuance of the

Class B Common Stock to the holders of LLC Units of Accelevation Holdings LLC pursuant to

the Exchange Agreement, (ii) the exchange of an LLC Unit as set forth in Section 3(e) of

ARTICLE FOUR hereof and in the Exchange Agreement and the LLC Agreement, and (iii) the

transfer of an LLC Unit by a holder of LLC Units to “Permitted Transferees” of such holder as

defined in the LLC Agreement. In the event that any outstanding shares of Class B Common

Stock are sold, exchanged, or otherwise transferred other than as provided in the foregoing

clauses (i), (ii), and (iii) or such outstanding shares of Class B Common Stock shall otherwise

cease to be held by a holder of a corresponding number, based on the exchange rate then in

effect, of LLC Units (including a transferee of an LLC Unit) for any reason, such shares of Class

B Common Stock shall upon such sale, exchange, or other transfer, or upon ceasing to be held by

such holder, automatically and without further action on the part of the Corporation or any holder

of Class B Common Stock be transferred to the Corporation for no consideration and thereupon

shall be automatically retired and cancelled and shall no longer be issued or outstanding and may

not be reissued and shall return to the status of authorized but unissued shares of Class B

Common Stock. Certificates representing outstanding shares of Class B Common Stock shall

contain a legend referencing the restrictions of transfers set forth herein.

ARTICLE FIVE

Section 1.Board of Directors. Except as otherwise provided in this Certificate or the DGCL,

the business and affairs of the Corporation shall be managed by or under the direction of the

Board.

Section 2.Number of Directors. Subject to any rights of the holders of any series of

Preferred Stock then outstanding to elect additional directors under specified circumstances or

otherwise, the number of directors which shall constitute the Board shall be nine and, thereafter,

shall be fixed from time to time exclusively by resolution of the Board; provided that, before the

Board Trigger Date (as defined herein), the size of the Board may also be fixed by the holders of

a majority of the voting power present or represented by proxy at a duly convened meeting of

stockholders or by a consent of stockholders in lieu of a meeting in accordance with Section 228

of the DGCL; provided, further, that the number of directors shall not be increased or decreased

without the prior written consent of the Principal Stockholder (as defined herein) for so long as

the Director Nomination Agreement dated on or about the IPO Date, as amended, restated,

modified, and/or supplemented from time to time (the “Director Nomination Agreement”), a

copy of which is available from the Corporation upon request and without cost, remains in effect.

Section 3.Classes of Directors. The directors of the Corporation, other than those who may

be elected by the holders of any series of Preferred Stock, shall be divided into three classes,

hereby designated Class I, Class II and Class III.

Section 4.Election and Term of Office. Subject to the rights of the holders of any series of

Preferred Stock then outstanding and subject to Section 7 of this ARTICLE FIVE, the directors

shall be elected by a plurality of the votes cast. The term of office of the initial Class I directors

shall expire at the first annual meeting of stockholders following the date the Class A Common

Stock is first publicly traded (the “IPO Date”), the term of office of the initial Class II directors

shall expire at the second annual meeting of stockholders after the IPO Date, and the term of

office of the initial Class III directors shall expire at the third annual meeting of the stockholders

after the IPO Date. The Board may assign directors already in office to Class I, Class II, and

Class III. At each annual meeting of stockholders after the IPO Date, directors elected to replace

those of a class whose terms expire at such annual meeting shall be elected to hold office until

the third succeeding annual meeting after their election and until their respective successors shall

have been duly elected and qualified. Each such director shall hold office until the annual

meeting of stockholders for the year in which such director’s term expires and a successor is duly

elected and qualified or until his or her earlier death, resignation, or removal. Nothing in this

Certificate shall preclude a director from serving consecutive terms. Elections of directors need

not be by written ballot unless the Bylaws of the Corporation (as amended and/or restated, the

“Bylaws”) shall so provide.

Section 5.Newly Created Directorships and Vacancies. Subject to the rights of the holders

of any series of Preferred Stock then outstanding, newly created directorships resulting from any

increase in the authorized number of directors or any vacancies in the Board resulting from

death, resignation, disqualification, removal from office, or any other cause may be filled by the

affirmative vote of the majority of the remaining directors then in office, even if less than a

quorum, or by a sole remaining director, and may not be filled in any other manner; provided

that, before the Board Trigger Date, vacant and newly created directorships may also be filled by

a plurality vote of the stockholders entitled to vote thereon at a duly convened meeting of

stockholders or by a consent of a majority in voting power of the stock entitled to vote thereon in

accordance with Section 228 of the DGCL; and further provided that any vacancy or newly

created directorship relating to a director entitled to be nominated by the Principal Stockholder

pursuant to the Director Nomination Agreement may only be filled with the person nominated by

the Principal Stockholder. A director elected or appointed to fill a vacancy shall serve for the

unexpired term of his or her predecessor in office and until his or her successor is elected and

qualified or until his or her earlier death, resignation, or removal. A director elected or appointed

to fill a position resulting from an increase in the number of directors shall hold office until the

next election of the class for which such director shall have been elected or appointed and until

his or her successor is elected and qualified, or until his or her earlier death, resignation, or

removal. No decrease in the authorized number of directors shall shorten the term of any

incumbent director.

Section 6.Removal and Resignation of Directors. Notwithstanding any other provision of

this Certificate, (i) prior to the Board Trigger Date, directors may be removed with or without

cause upon the affirmative vote of stockholders representing at least a majority of the Voting

Stock (as defined herein) of the Corporation, voting together as a single class and (ii) on and

after the Board Trigger Date, directors may only be removed for cause and only upon the

affirmative vote of stockholders representing at least 66 2/3% of the voting power of the then

outstanding shares of Voting Stock of the Corporation, voting together as a single class. Any

director may resign at any time upon notice in writing or by electronic transmission to the

Corporation. “Board Trigger Date” means the first date on which the Principal Stockholder and

the Principal Stockholder Affiliates (as defined herein) cease to beneficially own in the aggregate

(directly or indirectly) at least 40% of the outstanding shares of Class A Common Stock

(determined assuming that each LLC Unit owned by holders other than the Corporation were

exchanged for Class A Common Stock in accordance with the terms and conditions of the

Exchange Agreement and the LLC Agreement, as applicable). “Principal Stockholder” means

Olympus Partners, LP. “Principal Stockholder Affiliates” means (a) in respect of the Principal

Stockholder, any entity that controls, is controlled by or is under common control with such

Principal Stockholder (other than the Corporation and any entity that is controlled by the

Corporation) and any investment funds managed by such Principal Stockholder or any of its

affiliates and (b) in respect of the Corporation, any entity controlled by the Corporation.

“Control” is defined in Section 4 of ARTICLE NINE.

Section 7.Rights of Holders of Preferred Stock. Notwithstanding the provisions of this

ARTICLE FIVE, whenever the holders of one or more series of Preferred Stock shall have the

right, voting separately or together by series, to elect directors at an annual or special meeting of

stockholders, the election, term of office, filling of vacancies, and other features of such

directorship shall be subject to the rights of such series of Preferred Stock. During any period

when the holders of any series of Preferred Stock, voting separately as a series or together with

one or more series, have the right to elect additional directors, then upon commencement and for

the duration of the period during which such right continues (i) the then otherwise total

authorized number of directors of the Corporation shall automatically be increased by such

specified number of directors, and the holders of such Preferred Stock shall be entitled to elect

the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such

additional director shall serve until such director’s successor shall have been duly elected and

qualified, or until such director’s right to hold such office terminates pursuant to said provisions,

whichever occurs earlier, subject to his or her earlier death, resignation, disqualification, or

removal. Except as otherwise provided by the Board in the resolution or resolutions establishing

such series, whenever the holders of any series of Preferred Stock having such right to elect

additional directors are divested of such right pursuant to the provisions of such stock, the terms

of office of all such additional directors elected by the holders of such stock, or elected to fill any

vacancies resulting from the death, resignation, disqualification, or removal of such additional

directors, shall forthwith terminate (in which case each such director thereupon shall cease to be

qualified as, and shall cease to be, a director), and the total authorized number of directors of the

Corporation shall automatically be reduced accordingly.

Section 8.Advance Notice. Advance notice of stockholder nominations for the election of

directors and of business to be brought by stockholders before any meeting of the stockholders of

the Corporation shall be given in the manner provided in the Bylaws.

Section 9.Chair of the Board. So long as the Principal Stockholder beneficially owns in the

aggregate (directly or indirectly) at least 30% or more of the Voting Stock of the Corporation, the

Chair of the Board shall be designated solely by the Principal Stockholder.

ARTICLE SIX

Section 1.Limitation of Liability.

(a)To the fullest extent permitted by the DGCL as it now exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent such

amendment permits the Corporation to provide broader exculpation than permitted prior thereto),

no director or officer of the Corporation shall be liable to the Corporation or its stockholders for

monetary damages arising from a breach of fiduciary duty as a director or officer.

(b)Any amendment, repeal, or modification of the foregoing paragraph shall

not adversely affect any right or protection of a director or officer of the Corporation existing at

the time of such amendment, repeal, or modification, with respect to any act, omission, or other

matter occurring prior to such amendment, repeal, or modification. Solely for purposes of

Sections 1(a) and 1(b) of this ARTICLE SIX, “officer” has the meaning provided in Section

102(b)(7) of the DGCL.

ARTICLE SEVEN

Section 1.Action by Written Consent. Prior to the first date on which the Principal

Stockholder and the Principal Stockholder Affiliates (as defined herein) cease to beneficially

own in the aggregate (directly or indirectly) at least 35% of the outstanding shares of Class A

Common Stock (determined assuming that each LLC Unit owned by holders other than the

Corporation were exchanged for Class A Common Stock in accordance with the terms and

conditions of the Exchange Agreement and the LLC Agreement, as applicable) (the “Consent

Trigger Date”), any action which is required or permitted to be taken by the Corporation’s

stockholders may be taken without a meeting, without prior notice, and without a vote if a

consent or consents in writing, setting forth the action so taken, is signed by the holders of

outstanding stock having not less than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled

to vote thereon were present and voted. On and after the Consent Trigger Date, any action

required or permitted to be taken by the Corporation’s stockholders may be taken only at a duly

called annual or special meeting of the Corporation’s stockholders and the power of stockholders

to act by consent in writing without a meeting is specifically denied; provided, however, that any

action required or permitted to be taken by the holders of Preferred Stock, voting separately as a

series or separately as a class with one or more other such series, may be taken without a

meeting, without prior notice, and without a vote, to the extent expressly so provided in the

resolutions creating such series of Preferred Stock.

Section 2.Special Meetings of Stockholders. Subject to the rights of the holders of any

series of Preferred Stock then outstanding and to the requirements of applicable law, special

meetings of stockholders of the Corporation may be called only (i) by or at the direction of the

Board or the Chair of the Board pursuant to a written resolution adopted by the affirmative vote

of the majority of the total number of directors that the Corporation would have if there were no

vacancies, or (ii) prior to the first date on which the Principal Stockholder and the Principal

Stockholder Affiliates cease to beneficially own in the aggregate (directly or indirectly) at least

35% of the voting power of the then outstanding Voting Stock (“Special Meeting Trigger Date”),

by the Chair of the Board at the request of the Principal Stockholder in the manner provided for

in the Bylaws. Any business transacted at any special meeting of stockholders shall be limited to

the purpose or purposes stated in the notice of the meeting.

ARTICLE EIGHT

Section 1.Certain Acknowledgments. It is hereby acknowledged that:

(a)(i) certain of the directors, partners, principals, officers, members,

managers, employees, operating partners, and/or contractors of the Principal Stockholder or the

Principal Stockholder Affiliates may serve as directors or officers of the Corporation, (ii) the

Principal Stockholder and the Principal Stockholder Affiliates engage and may continue to

engage in the same or similar activities or related lines of business as those in which the

Corporation, directly or indirectly, may engage and/or other business activities that overlap with

or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) the

Corporation and the Principal Stockholder Affiliates may engage in material business

transactions with the Principal Stockholder and the Principal Stockholder Affiliates, and the

Corporation is expected to benefit therefrom;

(b)the provisions of this ARTICLE EIGHT are set forth to regulate to the

fullest extent permitted by law certain affairs of the Corporation as they may involve the

Principal Stockholder and/or the Principal Stockholder Affiliates and/or their respective

directors, partners, principals, officers, members, managers, employees, operating partners, and/

or contractors, including any of the foregoing who serve as officers or directors of the

Corporation (the Principal Stockholder and/or the Principal Stockholder Affiliates and all such

other persons each an “Exempt Person” and collectively, the “Exempt Persons”); and

(c)this ARTICLE EIGHT constitutes the renunciation of corporate

opportunities pursuant to Section 122(17) of the DGCL, which authorizes a corporation to

renounce specified classes and categories of business opportunities.

Section 2.Renunciation of Corporate Opportunities. To the fullest extent permitted by the

DGCL, but subject to Section 3 of this ARTICLE EIGHT, the Corporation hereby renounces any

interest or expectancy in, or being offered an opportunity to participate in, any and all business

opportunities: (a) originated or acquired by an Exempt Person; (b) in which the Exempt Person

has an interest; or (c) that is received from any person or entity by an Exempt Person. The

business opportunities renounced under this paragraph include any actual or potential investment

or business opportunity or prospective economic advantage in which the Corporation could, but

for this paragraph, have an interest or expectancy (including, without limitation, acquisitions,

dispositions, business combinations, financings, or investment opportunities), whether or not

such opportunities are in the same or similar lines of business in which the Corporation is

engaged or intends to engage.

Section 3.Excluded Opportunities. Notwithstanding the foregoing provisions of this

ARTICLE EIGHT, but subject to Section 4 of this ARTICLE EIGHT, the Corporation does not

renounce any interest or expectancy it may have in any business opportunity that is (a) expressly

offered to a person solely in his or her capacity as a director or officer of the Corporation, and

not in any other capacity; (b) offered to, or acquired by, a person while he or she is a full-time

employee of the Corporation; or (c) that has been developed using the confidential information

of the Corporation or any of its subsidiaries.

Section 4.Certain Matters Deemed Not Corporate Opportunities. In addition to and

notwithstanding the foregoing provisions of this ARTICLE EIGHT, a corporate opportunity shall

not be deemed to belong to the Corporation if it is a business opportunity the Corporation is not

financially able or contractually permitted or legally able to undertake, or that is, from its nature,

not in the line of the Corporation’s business or is of no practical advantage to it or that is one in

which the Corporation has no interest or reasonable expectancy.

Section 5.Amendment of this Article. Notwithstanding anything to the contrary elsewhere

contained in this Certificate, subject to the rights of the holders of any series of Preferred Stock

then outstanding, and in addition to any vote required by applicable law, the affirmative vote of

the Principal Stockholder, so long as the Principal Stockholder and/or the Principal Stockholder

Affiliates continue to beneficially own any outstanding shares of Voting Stock of the

Corporation, shall be required to alter, amend, or repeal, or to adopt any provision inconsistent

with, this ARTICLE EIGHT; provided, however, that, to the fullest extent permitted by law,

neither the alteration, amendment, or repeal of this ARTICLE EIGHT nor the adoption of any

provision of this Certificate inconsistent with this ARTICLE EIGHT shall apply to or have any

effect on the liability or alleged liability of any Exempt Person for or with respect to any

activities or opportunities which such Exempt Person becomes aware of prior to such alteration,

amendment, repeal, or adoption.

Section 6.Deemed Notice. Any person or entity purchasing or otherwise acquiring or

holding any interest in any shares of the Corporation shall be deemed to have notice of and to

have consented to the provisions of this ARTICLE EIGHT.

ARTICLE NINE

Section 1.Section 203 of the DGCL. The Corporation expressly elects not to be subject to

the provisions of Section 203 of the DGCL.

Section 2.Business Combinations with Interested Stockholders. Notwithstanding any other

provision in this Certificate to the contrary, the Corporation shall not engage in any Business

Combination (as defined herein), at any point in time at which the Common Stock is registered

under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), with any Interested Stockholder (as defined herein) for a period of three years

following the time that such stockholder became an Interested Stockholder, unless:

(a)prior to such time the Board approved either the Business Combination or

the transaction which resulted in such stockholder becoming an Interested Stockholder;

(b)upon consummation of the transaction which resulted in such stockholder

becoming an Interested Stockholder, such stockholder owned at least 85% of the Voting Stock of

the Corporation outstanding at the time the transaction commenced, excluding for purposes of

determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such

Interested Stockholder) those shares owned (i) by Persons (as defined herein) who are directors

and also officers of the Corporation, and (ii) employee stock plans of the Corporation in which

employee participants do not have the right to determine confidentially whether shares held

subject to the plan will be tendered in a tender or exchange offer; or

(c)at or subsequent to such time, the Business Combination is approved by

the Board and authorized at an annual or special meeting of stockholders, and not by written

consent, by the affirmative vote of at least 66 2/3% of the outstanding Voting Stock which is not

owned by such Interested Stockholder.

Section 3.Exceptions to Prohibition on Interested Stockholder Transactions. The restrictions

contained in this ARTICLE NINE shall not apply if:

(a)a stockholder becomes an Interested Stockholder inadvertently and (i) as

soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases

to be an Interested Stockholder, and (ii) would not, at any time within the three-year period

immediately prior to a Business Combination between the Corporation and such stockholder,

have been an Interested Stockholder but for the inadvertent acquisition of ownership; or

(b)the Business Combination is proposed prior to the consummation or

abandonment of and subsequent to the earlier of the public announcement or the notice required

hereunder of a proposed transaction which (i) constitutes one of the transactions described in the

second sentence of this Section 3(b) of ARTICLE NINE, (ii) is with or by a Person who either

was not an Interested Stockholder during the previous three years or who became an Interested

Stockholder with the approval of the Board, and (iii) is approved or not opposed by a majority of

the directors then in office (but not less than one) who were directors prior to any Person

becoming an Interested Stockholder during the previous three years or were recommended for

election or elected to succeed such directors by a majority of such directors. The proposed

transactions referred to in the preceding sentence are limited to: (x) a merger or consolidation of

the Corporation (except for a merger in respect of which, pursuant to Section 251(f) of the

DGCL, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange,

mortgage, pledge, transfer, or other disposition (in one transaction or a series of transactions),

whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or

indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly

owned subsidiary or to the Corporation) having an aggregate market value equal to 50% or more

of either that aggregate market value of all of the assets of the Corporation determined on a

consolidated basis or the aggregate market value of all the outstanding Stock (as defined herein)

of the Corporation; or (z) a proposed tender or exchange offer for 50% or more of the

outstanding Voting Stock of the Corporation. The Corporation shall give not less than 20 days’

notice to all Interested Stockholders prior to the consummation of any of the transactions

described in clause (x) or (y) of the second sentence of this Section 3(b) of ARTICLE NINE.

Section 4.Definitions. As used in this ARTICLE NINE only, and unless otherwise provided

by the express terms of this ARTICLE NINE, the following terms shall have the meanings

ascribed to them as set forth in this Section 4 of ARTICLE NINE and, to the extent such terms

are defined elsewhere in this Certificate, such definitions shall not apply to this ARTICLE NINE:

(a)“Affiliate” means a Person that directly, or indirectly through one or more

intermediaries, controls, or is controlled by, or is under common control with, another Person;

(b)“Associate,” when used to indicate a relationship with any Person, means

(i) any corporation, partnership, unincorporated association, or other entity of which such Person

is a director, officer, or general partner or is, directly or indirectly, the owner of 20% or more of

any class of Voting Stock, (ii) any trust or other estate in which such Person has at least a 20%

beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity,

and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same

residence as such Person;

(c)“Business Combination” means:

(i)any merger or consolidation of the Corporation (other than a

merger effected pursuant to Sections 253 or 267 of the DGCL) or any direct or indirect majority-

owned subsidiary of the Corporation with (A) the Interested Stockholder, or (B) any other

corporation, partnership, unincorporated association, or entity if the merger or consolidation is

caused by the Interested Stockholder and as a result of such merger or consolidation Section 2 of

this ARTICLE NINE is not applicable to the surviving entity;

(ii)any sale, lease, exchange, mortgage, pledge, transfer, or other

disposition (in one transaction or a series of transactions), except proportionately as a

stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a

dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned

subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more

of either the aggregate market value of all the assets of the Corporation determined on a

consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation;

(iii)any transaction which results in the issuance or transfer by the

Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any

Stock of the Corporation or of such subsidiary to the Interested Stockholder, except (A) pursuant

to the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or

convertible into Stock of the Corporation or any such subsidiary which securities were

outstanding prior to the time that the Interested Stockholder became such; (B) pursuant to an

exchange of LLC Units into Class A Common Stock, to the extent provided in the Exchange

Agreement and the LLC Agreement, (C) pursuant to a merger under Sections 251(g), 253 or 267

of the DGCL, (D) pursuant to a dividend or distribution paid or made, or the exercise, exchange,

or conversion of securities exercisable for, exchangeable for, or convertible into Stock of the

Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class

or series of Stock of the Corporation subsequent to the time the Interested Stockholder became

such, (E) pursuant to an exchange offer by the Corporation to purchase Stock made on the same

terms to all holders of such Stock, or (F) any issuance or transfer of Stock by the Corporation;

provided, however, that in no case under items (D)-(F) of this Section 4(c)(iii) of ARTICLE

NINE shall there be an increase in the Interested Stockholder’s proportionate share of the Stock

of any class or series of the Corporation or of the Voting Stock of the Corporation;

(iv)any transaction involving the Corporation or any direct or indirect

majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of

increasing the proportionate share of the Stock of any class or series, or securities convertible

into the Stock of any class or series, of the Corporation or of any such subsidiary which is owned

by the Interested Stockholder, except as a result of immaterial changes due to fractional share

adjustments or as a result of any purchase or redemption of any shares of Stock not caused,

directly or indirectly, by the Interested Stockholder; or

(v)any receipt by the Interested Stockholder of the benefit, directly or

indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances,

guarantees, pledges, or other financial benefits (other than those expressly permitted in Sections

4(c)(i)-(iv) of ARTICLE NINE) provided by or through the Corporation or any direct or indirect

majority-owned subsidiary of the Corporation;

(d)“control,” including the terms “controlling,” “controlled by” and “under

common control with,” means the possession, directly or indirectly, of the power to direct or

cause the direction of the management and policies of a Person, whether through the ownership

of Voting Stock, by contract or otherwise. A Person who is the owner of 20% or more of the

outstanding Voting Stock of any corporation, partnership, unincorporated association, or other

entity shall be presumed to have control of such entity, in the absence of proof by a

preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption of

control shall not apply where such Person holds Voting Stock, in good faith and not for the

purpose of circumventing this ARTICLE NINE, as an agent, bank, broker, nominee, custodian,

or trustee for one or more owners who do not individually or as a group (as such term is used in

Rule 13d-5 under the Exchange Act (“Rule 13d-5”), as such Rule 13d-5 is in effect as of the date

of this Certificate) have control of such entity;

(e)“Interested Stockholder” means any Person (other than the Corporation

and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of

15% or more of the outstanding Voting Stock of the Corporation, or (ii) is an Affiliate or

Associate of the Corporation and was the owner of 15% or more of the outstanding Voting Stock

of the Corporation at any time within the three-year period immediately prior to the date on

which it is sought to be determined whether such Person is an Interested Stockholder, and the

Affiliates and Associates of such Person. Notwithstanding anything in this ARTICLE NINE to

the contrary, the term “Interested Stockholder” shall not include: (x) the Principal Stockholder or

any of the Principal Stockholder Affiliates, or any other Person with whom any of the foregoing

are acting as a group or in concert for the purpose of acquiring, holding, voting, or disposing of

shares of Stock of the Corporation; (y) any Person who would otherwise be an Interested

Stockholder either in connection with or because of a transfer, sale, assignment, conveyance,

hypothecation, encumbrance, or other disposition of 5% or more of the outstanding Voting Stock

of the Corporation (in one transaction or a series of transactions) by the Principal Stockholder or

any of its Affiliates or Associates to such Person; provided, however, that such Person was not

an Interested Stockholder prior to such transfer, sale, assignment, conveyance, hypothecation,

encumbrance, or other disposition; or (z) any Person whose ownership of shares in excess of the

15% limitation set forth herein is the result of action taken solely by the Corporation; provided

that, for purposes of this clause (z) only, such Person shall be an Interested Stockholder if

thereafter such Person acquires additional shares of Voting Stock of the Corporation, except as a

result of further action by the Corporation not caused, directly or indirectly, by such Person;

provided, that, for the purpose of determining whether a Person is an Interested Stockholder, the

Voting Stock of the Corporation deemed to be outstanding shall include Stock deemed to be

owned by the Person through application of this definition of “owned” but shall not include any

other unissued Stock of the Corporation which may be issuable pursuant to any agreement,

arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or

otherwise;

(f)“Owner,” including the terms “own” and “owned,” when used with

respect to any Stock, means a Person that individually or with or through any of its Affiliates or

Associates beneficially owns such Stock, directly or indirectly; or has (A) the right to acquire

such Stock (whether such right is exercisable immediately or only after the passage of time)

pursuant to any agreement, arrangement, or understanding, or upon the exercise of conversion

rights, exchange rights, warrants, or options, or otherwise; provided, however, that a Person shall

not be deemed the owner of Stock tendered pursuant to a tender or exchange offer made by such

Person or any of such Person’s Affiliates or Associates until such tendered Stock is accepted for

purchase or exchange, (B) the right to vote such Stock pursuant to any agreement, arrangement,

or understanding; provided, however, that a Person shall not be deemed the owner of any Stock

because of such Person’s right to vote such Stock if the agreement, arrangement, or

understanding to vote such Stock arises solely from a revocable proxy or consent given in

response to a proxy or consent solicitation made to 10 or more Persons, or (C) has any

agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except

voting pursuant to a revocable proxy or consent as described in clause (B) of this Section 4(f) of

ARTICLE NINE), or disposing of such Stock with any other Person that beneficially owns, or

whose Affiliates or Associates beneficially own, directly or indirectly, such Stock;

(g)“Person” means any individual, corporation, partnership, unincorporated

association, or other entity;

(h)“Stock” means, with respect to any corporation, any capital stock of such

corporation and, with respect to any other entity, any equity interest of such entity; and

(i)“Voting Stock” means, with respect to any corporation, Stock of any class

or series entitled to vote generally in the election of directors, and, with respect to any entity that

is not a corporation, any equity interest entitled to vote generally in the election of the governing

body of such entity. Every reference to a percentage of Voting Stock shall refer to such

percentage of the votes of such Voting Stock.

ARTICLE TEN

Section 1.Amendments to the Bylaws. Subject to the rights of holders of any series of

Preferred Stock then outstanding, in furtherance and not in limitation of the powers conferred by

law, prior to the Board Trigger Date, the Bylaws may be amended, altered, rescinded, or

repealed, in whole or in part, and new bylaws may be adopted by (i) the Board, or (ii) in addition

to any vote of the holders of any class or series of capital stock of the Corporation required

herein (including pursuant to any certificate of designation relating to any series of Preferred

Stock) and any other vote otherwise required by applicable law or the Bylaws, the affirmative

vote of the holders of at least a majority of the voting power of all of the then outstanding shares

of Voting Stock of the Corporation, voting together as a single class. On and after the Board

Trigger Date, the Bylaws may be amended, altered, rescinded, or repealed, in whole or in part,

and new bylaws may be adopted by (i) the Board, or (ii) in addition to any vote of the holders of

any class or series of capital stock of the Corporation required herein (including pursuant to any

certificate of designation relating to any series of Preferred Stock), and any other vote otherwise

required by applicable law or the Bylaws, the affirmative vote of the holders of at least 66 2/3%

of the voting power of the then outstanding Voting Stock of the Corporation, voting together as a

single class.

Section 2.Amendments to this Certificate. Subject to the rights of holders of any series of

Preferred Stock then outstanding, and in addition to any other vote required by law or this

Certificate, no provision of ARTICLE FIVE, ARTICLE SIX, ARTICLE SEVEN, ARTICLE

NINE, ARTICLE TEN, or ARTICLE ELEVEN of this Certificate may be altered, amended, or

repealed in any respect, nor may any provision of this Certificate or the Bylaws inconsistent

therewith be adopted, unless (i) prior to the Board Trigger Date, such alteration, amendment,

repeal, or adoption is approved by the affirmative vote of the holders of a majority of the voting

power of all outstanding shares of Voting Stock of the Corporation, voting together as a single

class, and (ii) on and after the Board Trigger Date, such alteration, amendment, repeal, or

adoption is approved by the affirmative vote of holders of at least 66 2/3% of the voting power of

all outstanding shares of Voting Stock of the Corporation, voting together as a single class.

ARTICLE ELEVEN

Section 1.Exclusive Forum. Unless this Corporation consents in writing to the selection of

an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of

Chancery does not have jurisdiction, the state or federal court located in the State of Delaware

with jurisdiction) shall, to the fullest extent permitted by law, be the sole and exclusive forum for

(i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action

asserting a claim of breach of a fiduciary duty owed by any current or former director, officer,

employee, or stockholder of the Corporation to the Corporation or the Corporation’s

stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or

as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware,

the Certificate or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs

doctrine; provided that, for the avoidance of doubt, this provision, including for any “derivative

action,” will not apply to suits to enforce a duty or liability created by the Securities Act of 1933,

as amended (the “Securities Act”), the Exchange Act, or any other claim for which the federal

courts have exclusive jurisdiction. Unless this Corporation consents in writing to the selection of

an alternative forum, the federal district courts of the United States shall be the exclusive forum

for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Section 2.Notice. Any Person purchasing or otherwise acquiring or holding any interest in

shares of capital stock of the Corporation (including, without limitation, shares of Common

Stock) shall be deemed to have notice of and to have consented to the provisions of this

ARTICLE ELEVEN.

ARTICLE TWELVE

If any provision or provisions of this Certificate shall be held to be invalid, illegal, or

unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality,

and enforceability of such provisions in any other circumstance and of the remaining provisions

of this Certificate (including, without limitation, each portion of any paragraph of this Certificate

containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to

be invalid, illegal, or unenforceable) shall not, to the fullest extent permitted by applicable law,

in any way be affected or impaired thereby.

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

ACCELEVATION HOLDINGS CORP.

A Delaware corporation

(Adopted as of September 29, 2026)

ARTICLE I

OFFICES

Section 1.Offices. Accelevation Holdings Corp. (the “Corporation”) may have an

office or offices other than its registered office at such place or places, either within or outside

the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time

to time determine or the business of the Corporation may require. The registered office of the

Corporation in the State of Delaware shall be as stated in the Corporation’s certificate of

incorporation as then in effect (as amended, restated, modified, and/or supplemented from time

to time, including by any certificate of designation relating to any series of preferred stock, the

“Certificate of Incorporation”).

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings. The Board may designate a place, if any, either within

or outside the State of Delaware, as the place of meeting for any annual meeting or for any

special meeting of stockholders. The Board may, in its sole discretion, determine that meetings

of stockholders shall not be held at any place, but may in addition to or instead be held solely by

means of remote communication (including virtually) in accordance with Section 211(a)(2) of

the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.Annual Meeting. An annual meeting of the stockholders shall be held at

such date and time as is specified by resolution of the Board. At the annual meeting, stockholders

shall elect directors to succeed those whose terms expire at such annual meeting and transact

such other business as properly may be brought before the annual meeting pursuant to Section 11

of this ARTICLE II of these amended and restated bylaws (as amended, restated, modified, and/

or supplemented from time to time, these “Bylaws”). The Board may postpone, reschedule, or

cancel any annual meeting of stockholders previously scheduled by the Board.

Section 3.Special Meetings. Special meetings of the stockholders may only be called

in the manner provided in the Certificate of Incorporation and may be held at such place, if any,

either within or without the State of Delaware, and at such time and date as the Board or the

Chair of the Board (the “Chair”) or the Chief Executive Officer of the Corporation (the “CEO”)

shall determine and state in the notice of such meeting. Business transacted at any special

meeting of stockholders shall be limited to the purposes stated in the notice. The Board may

postpone, reschedule, or cancel any special meeting of stockholders previously scheduled by the

Board; provided that prior to the Special Meeting Trigger Date (as defined in the Certificate of

Incorporation), any special meeting called at the request of the Principal Stockholder (as defined

herein) or any Principal Stockholder Affiliate (as defined herein) may not be postponed,

rescheduled, or canceled without the consent of the Principal Stockholder or such Principal

Stockholder Affiliate, as the case may be, at whose request the meeting was originally called.

Section 4.Notice of Meetings. Whenever stockholders are required or permitted to

take action at a meeting, notice of the meeting, which shall state the place, if any, date, and time

of the meeting of the stockholders, the means of remote communications, if any, by which

stockholders and proxyholders not physically present may be deemed to be present in person and

vote at such meeting, the record date for determining the stockholders entitled to vote at the

meeting, if such date is different from the record date for determining stockholders entitled to

notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the

meeting is called, shall be given, not less than 10 nor more than 60 days before the date on which

the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record

date for determining the stockholders entitled to notice of the meeting, except as otherwise

provided herein or required by law (meaning, here and hereinafter, as required from time to time

by the DGCL) or the Certificate of Incorporation.

(a)Form of Notice. All such notices shall be delivered in writing or by

electronic transmission in the manner provided in Section 232 of the DGCL, or in any other

manner permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in

the United States mail, postage prepaid, addressed to the stockholder at his, her, or its address as

the same appears on the records of the Corporation. If delivered by courier service, notice shall

be deemed given at the earlier of when the notice is received or left at such stockholder’s address

as the same appears on the records of the Corporation. If given by electronic mail, notice shall be

deemed given when directed to such stockholder’s electronic mail address unless the stockholder

has notified the Corporation in writing or by electronic transmission of an objection to receiving

notice by electronic mail or such notice is prohibited by the DGCL. Notice to stockholders may

also be given by other forms of electronic transmission consented to by the stockholder. If given

by facsimile telecommunication, such notice shall be deemed given when directed to a number at

which the stockholder has consented to receive notice by facsimile. If given by a posting on an

electronic network together with separate notice to the stockholder of such specific posting, such

notice shall be deemed given upon the later of: (A) such posting; and (B) the giving of such

separate notice. If notice is given by any other form of electronic transmission, such notice shall

be deemed given when directed to the stockholder. An affidavit of the secretary of the

Corporation (the “Secretary”) or an assistant secretary of the Corporation (the “Assistant

Secretary”), the transfer agent of the Corporation (the “Transfer Agent”), or any other officer,

assistant officer, or agent of the Corporation that the notice has been given shall, in the absence

of fraud, be prima facie evidence of the facts stated therein.

(b)Waiver of Notice. Whenever notice is required to be given under any

provisions of the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver

thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission given

by the stockholder entitled to notice, whether before or after the time stated therein, shall be

deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any

meeting of the stockholders of the Corporation need be specified in any waiver of notice of such

meeting. Attendance of a stockholder of the Corporation at a meeting of such stockholders shall

constitute a waiver of notice of such meeting, except when the stockholder attends for the

express purpose of objecting at the beginning of the meeting to the transaction of any business

because the meeting is not lawfully called or convened and does not further participate in the

meeting.

Section 5.List of Stockholders. The Corporation shall prepare, no later than the tenth

day before each meeting of stockholders, a complete list of the stockholders entitled to vote at

the meeting; provided, however, if the record date for determining the stockholders entitled to

vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to

vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the

address of each such stockholder and the number of shares registered in the name of each such

stockholder. Nothing contained in this section shall require the Corporation to include electronic

mail addresses or other electronic contact information on such list. Such list shall be open to the

examination of any stockholder for any purpose germane to the meeting for a period of ten days

prior to the meeting date: (A) on a reasonably accessible electronic network, provided that the

information required to gain access to such list is provided with the notice of the meeting; or (B)

during ordinary business hours, at the principal place of business of the Corporation. In the event

the Corporation determines to make the list available on an electronic network, the Corporation

may take reasonable steps to ensure that such information is available only to stockholders of the

Corporation. Except as otherwise provided by law, the list shall be the only evidence as to who

are the stockholders entitled to examine the list of stockholders required by this Section 5 or to

vote in person or by proxy at any meeting of stockholders.

Section 6.Quorum. The holders of a majority in voting power of the outstanding

capital stock entitled to vote at the meeting, present in person or represented by proxy, shall

constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by

the Certificate of Incorporation or these Bylaws. If a quorum is not present, the chair of the

meeting or the holders of a majority of the voting power present in person or represented by

proxy at the meeting and entitled to vote thereon may adjourn the meeting to another time and/or

place from time to time until a quorum shall be present in person or represented by proxy. When

a specified item of business requires a vote by a class or series (if the Corporation shall then have

outstanding shares of more than one class or series) voting as a separate class or series, the

holders of a majority in voting power of the outstanding stock of such class or series shall

constitute a quorum (as to such class or series) for the transaction of such item of business. A

quorum once established at a meeting shall not be broken by the withdrawal of enough votes to

leave less than a quorum.

Section 7.Adjourned Meetings. Any meeting of stockholders, annual or special, may

adjourn from time to time to reconvene at the same or some other place. When a meeting is

adjourned to another time or place (including an adjournment taken to address a technical failure

to convene or continue a meeting using remote communication), notice need not be given of the

adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if

any, by which stockholders and proxy holders may be deemed to be present in person and vote at

such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii)

displayed, during the time scheduled for the meeting, on the same electronic network used to

enable stockholders and proxy holders to participate in the meeting by means of remote

communication or (iii) set forth in the notice of meeting given in accordance with these Bylaws.

At the adjourned meeting, the Corporation may transact any business which might have been

transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the

adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If

after the adjournment a new record date for stockholders entitled to vote is fixed for the

adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in

accordance with these Bylaws, and shall give notice of the adjourned meeting to each

stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for

notice of such adjourned meeting.

Section 8.Vote Required. Subject to the rights of the holders of any series of

preferred stock then-outstanding, when a quorum has been established, all matters other than the

election of directors shall be determined by the affirmative vote of the majority of voting power

of capital stock present in person or represented by proxy at the meeting and entitled to vote on

the subject matter, unless by express provisions of the DGCL or other applicable law, the rules of

any stock exchange upon which the Corporation’s securities are listed, any regulation applicable

to the Corporation or its securities, the Certificate of Incorporation, or these Bylaws a minimum

or different vote is required, in which case such minimum or different vote shall be the required

vote for such matter. Except as otherwise provided in the Certificate of Incorporation, directors

shall be elected by a plurality of the votes cast.

Section 9.Voting Rights. Subject to the rights of the holders of any series of

preferred stock then-outstanding, except as otherwise provided by the DGCL or the Certificate of

Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled

to one vote in person or by proxy for each share of capital stock held by such stockholder which

has voting power upon the matter in question. Voting at meetings of stockholders need not be by

written ballot.

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or

to express consent to corporate action without a meeting may authorize another person or

persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after

three years from its date, unless the proxy provides for a longer period. A duly executed proxy

shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with

an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable

regardless of whether the interest with which it is coupled is an interest in the stock itself or an

interest in the Corporation generally.

Section 11.Advance Notice of Stockholder Business and Director Nominations.

(a)Nominations of Directors and Other Business at Annual Meetings of

Stockholders.

(i)Only such business, including nominations of persons for election

to the Board, shall be conducted at an annual meeting of the stockholders as shall

have been brought before the meeting: (A) as specified in the notice of meeting

(or any supplement thereto) given by or at the direction of the Board or any duly

authorized committee thereof; (B) by or at the direction of the Board or any duly

authorized committee thereof; or (C) by any stockholder of the Corporation who

(1) was a stockholder of record at the time of giving of notice provided for in

Section 11(a)(iii) of this ARTICLE II, on the record date for determination of

stockholders of the Corporation entitled to vote at the meeting, and at the time of

the annual meeting, (2) at the time of the meeting, is entitled to vote at the

meeting, and (3) complies with the notice procedures set forth in Section 11(a) of

this ARTICLE II. For the avoidance of doubt, the foregoing clause (C) of this

Section 11(a)(i) of ARTICLE II shall be the exclusive means for a stockholder to

make nominations or propose such business before an annual meeting of

stockholders. Notwithstanding the foregoing or any other provisions in this

Section 11 to the contrary, at any time prior to the date that Olympus Partners, LP

(the “Principal Stockholder”) and any entity that controls, is controlled by or is

under common control with such Principal Stockholder (other than the

Corporation and any entity that is controlled by the Corporation) and any

investment funds managed by such Principal Stockholder or any of its affiliates

(“Principal Stockholder Affiliates”) cease to beneficially own in the aggregate

(directly or indirectly) at least 10% of the voting power of the then outstanding

shares of capital stock of the Corporation then entitled to vote generally in the

election of directors (the “Advance Notice Trigger Date”), none of the notice,

information, or compliance requirements of this Section 11 shall apply to any

nominations or business brought before any annual or special meeting of

stockholders by the Principal Stockholder or Principal Stockholder Affiliates, and

such nominations or business shall be deemed properly brought before such

meeting.

(ii)For nominations or other business to be properly brought before an

annual meeting by a stockholder (any such stockholder of record, as required by

Section 11(a)(i) of this ARTICLE II, proposing business or nominating persons

for election to the Board at a meeting of stockholders, the “Noticing

Stockholder”), the Noticing Stockholder must have given timely notice thereof in

proper written form as described in Section 11(a)(iii) of this ARTICLE II to the

Secretary; any such proposed business other than nominations of persons for

election to the Board must be a proper matter for stockholder action; and the

Noticing Stockholder and any other stockholder, if any, on whose behalf the

business is being proposed or the nomination is being made (collectively with the

Noticing Stockholder, the “Holders” and each a “Holder”) must have acted in

accordance with the representations set forth in the Solicitation Statement (as

defined in Section 11(a)(iii) of this ARTICLE II) required by these Bylaws and

otherwise complied with the requirements with respect to such nominations or

business set forth in this ARTICLE II of these Bylaws. To be timely, a

stockholder’s notice for such nominations or other business must be delivered to

and received by the Secretary at the principal executive offices of the Corporation

in proper written form not less than 90 days and not more than 120 days prior to

the first anniversary of the preceding year’s annual meeting of stockholders

(which date shall, for purposes of the Corporation’s first annual meeting of

stockholders after its shares of Class A common stock, par value $0.0001 per

share (the “Class A Common Stock”), are first publicly traded, be deemed to have

occurred on September 29, 2026); provided, however, that if and only if the

annual meeting is not scheduled to be held within a period that commences 30

days before such anniversary date and ends 70 days after such anniversary date, or

if no annual meeting was held in the preceding year (other than for purposes of

the Corporation’s first annual meeting of stockholders after its shares of Class A

Common Stock are first publicly traded), such stockholder’s notice must be

delivered not earlier than the 120th day prior to the date of such annual meeting

and by the later of: (A) the 10th day following the day the Public Announcement

(as defined in Section 11(i) of this ARTICLE II) of the date of the annual meeting

is first made; or (B) the date which is 90 days prior to the date of the annual

meeting. In no event shall any adjournment or postponement of an annual meeting

or the announcement thereof commence a new time period (or extend any time

period) for the giving of a stockholder’s notice as described above. Notices

delivered pursuant to Section 11(a) of this ARTICLE II will be deemed received

on any given day only if received prior to the Close of Business (as defined in

Section 11(i) of this ARTICLE II) on such day (and otherwise shall be deemed

received on the next succeeding Business Day (as defined in Section 11(i) of this

ARTICLE II)). The number of nominees a stockholder may nominate for election

at the annual meeting on its own behalf (or in the case of one or more

stockholders giving the notice on behalf of a beneficial owner, the number of

nominees such stockholders may collectively nominate for election at the annual

meeting on behalf of such beneficial owner) shall not exceed the number of

directors to be elected at such annual meeting.

(iii)To be in proper written form, a Noticing Stockholder’s notice to

the Secretary must set forth:

(A)as to any business that the Noticing Stockholder (as defined

below) proposes to bring before the meeting:

(1)a brief description of the business desired to be

brought before the meeting;

(2)the reasons for conducting such business at the

meeting;

(3)a description of any direct or indirect material

interest of any Holder or Stockholder Associated Person of such

Holder in such business (whether by holdings of securities, or by

virtue of being a creditor or contractual counterparty of the

Corporation or of a third party, or otherwise);

(4)the text of the proposal or business (including the

specific text of any resolutions or actions proposed for

consideration and if such business includes a proposal to amend

these Bylaws, the specific language of the proposed amendment),

which business must be a proper subject for stockholder action;

and

(5)a description of all agreements, arrangements, and

understandings between each Holder and any Stockholder

Associated Person of such Holder and any other person or persons

(including their names) in connection with the proposal of such

business by the Noticing Stockholder;

(B)as to each Holder:

(1)the name, age, citizenship, and address of the

Noticing Stockholder, as they appear on the Corporation’s books,

and, if different from the Corporation’s books, the name and

address of the Noticing Stockholder;

(2)the name, age, citizenship, and address of such

Holder and each Stockholder Associated Person of such Holder;

(3)as of the date of the notice (which information, for

the avoidance of doubt, shall be updated and supplemented

pursuant to Section 11(d)):

a.the class or series and number of shares of

stock of the Corporation which are directly or indirectly

held of record or beneficially owned by such Holder and

each Stockholder Associated Person of such Holder

(provided that, for the purposes of this Section

11(a)(iii)(B)(3), any such person shall in all events be

deemed to beneficially own any shares of stock of the

Corporation as to which such person has a right to acquire

beneficial ownership at any time in the future (whether

such right is exercisable immediately or only after the

passage of time or the fulfillment of a condition or both)),

b.a description of all agreements,

arrangements, or understandings between such Holder and

each Stockholder Associated Person of such Holder, on the

one hand, and any other person or persons (naming such

person or persons), on the other hand, in connection with

such proposal of business and/or nomination, excluding

engagements with financial, legal, strategic or other

advisors in the ordinary course of business;

c.a description of any Derivative Instrument

(as defined in Section 11(i) of this ARTICLE II) directly or

indirectly held or beneficially held by such Holder and any

Stockholder Associated Person of such Holder;

d.whether and to the extent to which a

Hedging Transaction (as defined in Section 11(i) of this

ARTICLE II) has been entered into by or on behalf of such

Holder or any Stockholder Associated Person of such

Holder;

e.a description of any proxy, contract,

arrangement, understanding, or relationship (other than a

revocable proxy given in response to a public proxy

solicitation made pursuant to, and in accordance with, the

Securities Exchange Act of 1934, as amended (the

“Exchange Act”)), pursuant to which each Holder and any

Stockholder Associated Person of such Holder has any

right to vote or has granted a right to vote any shares of

stock or any other security of the Corporation;

f.a description of any agreement,

arrangement, or understanding with respect to any rights to

dividends or payments in lieu of dividends on the shares of

the Corporation owned beneficially by each Holder or any

Stockholder Associated Person of such Holder that are

separated or separable pursuant to such agreement,

arrangement, or understanding from the underlying shares

of stock or other security of the Corporation;

g.any direct or indirect legal, economic, or

financial interest (including Short Interest) of each Holder

and each Stockholder Associated Person, if any, of such

Holder in the outcome of any (x) vote to be taken at any

annual or special meeting of stockholders of the

Corporation or (y) any meeting of stockholders of any other

entity with respect to any matter that is related, directly or

indirectly, to any nomination or business proposed by any

Holder under these Bylaws; and

h.any material pending or threatened action,

suit, or proceeding (whether civil, criminal, investigative,

administrative, or otherwise) in which any Holder or any

Stockholder Associated Person of such Holder is, or is

reasonably expected to be made, a party or material

participant involving the Corporation or any of its officers,

directors, or employees, or any Affiliate of the Corporation,

or any officer, director, or employee of such Affiliate (the

information required by this subclause (3) shall be referred

to as the “Specified Information”); provided, however, that

the Specified Information shall not include any such

disclosures with respect to the ordinary course business

activities of any broker, dealer, commercial bank, trust

company, or other nominee who otherwise would be

required to disclose Specified Information hereunder solely

as a result of being the stockholder directed to prepare and

submit the notice required by this Section 11(a) on behalf

of a beneficial owner;

(4)a representation by the Noticing Stockholder that

such stockholder is a stockholder of record of the Corporation

entitled to vote at such meeting on the nominations or other

business proposed, that the Noticing Stockholder will continue to

be a stockholder of record of the Corporation entitled to vote at

such meeting on the matter proposed through the date of such

meeting and that such Noticing Stockholder intends to appear in

person or by proxy at such meeting to make such nominations or

propose such business;

(5)all information that would be required to be set

forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an

amendment pursuant to Rule 13d-2(a) if such a statement were

required to be filed under the Exchange Act and the rules and

regulations promulgated thereunder by each Holder and each

Stockholder Associated Person, if any, of such Holder;

(6)any other information relating to each Holder and

each Stockholder Associated Person, if any, of such Holder that

would be required to be disclosed in a proxy statement and form of

proxy or other filings required to be made in connection with

solicitations of proxies for, as applicable, the proposal pursuant to

Section 14 of the Exchange Act and the rules and regulations

promulgated thereunder;

(7)a representation by the Noticing Stockholder as to

whether any Holder and/or any Stockholder Associated Person of

such Holder intends or is part of a group which intends (x) to

deliver a proxy statement and/or form of proxy to holders of at

least the percentage of the Corporation’s outstanding capital stock

required to elect the proposed nominee or approve or adopt the

other business being proposed and/or (y) otherwise to solicit

proxies or votes from stockholders in support of such nomination

or other business (such representation, a “Solicitation Statement”);

(8)in connection with a nomination for any persons for

election as director, a representation by the Noticing Stockholder

whether any Holder intends, or is part of a group which intends, (x)

to deliver a proxy statement and/or form of proxy to holders of at

least the percentage of the Corporation’s outstanding shares of

capital stock required to approve or adopt the proposal or elect the

nominee and/or (y) otherwise to solicit proxies or votes from

stockholders in support of such proposal or nomination; and, if

applicable, (z) to solicit proxies in support of any proposed

nominee in accordance with Rule 14a-19 promulgated under the

Exchange Act;

(9)a certification by the Noticing Stockholder that each

Holder and any Stockholder Associated Person of such Holder has

complied with all applicable federal, state and other legal

requirements in connection with its acquisition of shares of capital

stock or other securities of the Corporation and/or such person’s

acts or omissions as a stockholder of the Corporation;

(10)with respect to a nomination, the information and

statement required by Rule 14a-19(b) of the Exchange Act (or any

successor provision);

(11)to the extent known after reasonable investigation,

the names and addresses of other stockholders (including

beneficial owners) known by any Holder or Stockholder

Associated Person of such Holder to provide financial support with

respect to such proposal(s) or nomination(s) (it being understood

that delivery of a revocable proxy with respect to such proposal or

nomination shall not in itself require disclosure under this

subclause (11)) and, to the extent known, the class and number of

all shares of the Corporation’s capital stock owned beneficially or

of record by such other stockholder(s) or other beneficial owner(s);

and

(12)a representation by the Noticing Stockholder as to

the accuracy of the information set forth in the notice.

(C)as to each person whom the Noticing Stockholder proposes

to nominate for election or re-election as a director:

(1)the name, age, citizenship and address (business and

residential) of such person;

(2)a complete biography and statement of such

person’s qualifications, including the principal occupation or

employment of such person (at present and for the past five years);

(3)the Specified Information for such person as if such

person were a Holder (except that no disclosure will be required

hereunder with respect to any Stockholder Associated Person of

any proposed nominee unless such Stockholder Associated Person

is also a Stockholder Associated Person of any Holder);

(4)a complete and accurate description of all

agreements, arrangements, and understandings between each

Holder and any Stockholder Associated Person of such Holder, on

the one hand, and such person, on the other hand, (at present and

for the past three years) including, without limitation, a complete

and accurate description of all direct and indirect compensation

and other monetary agreements, arrangements, and understandings

at present and for the past three years between such person and

such Holder(s) and any Stockholder Associated Person(s) of such

Holder(s) (including all biographical, related party transaction and

other information that would be required to be disclosed pursuant

to the federal and state securities laws, including Item 404

promulgated under Regulation S-K (“Regulation S-K”) under the

Securities Act of 1933, as amended (the “Securities Act”) (or any

successor provision), if any Holder or such Stockholder Associated

Person were the “registrant” for purposes of such rule and such

person were a director or executive officer of such registrant);

(5)any other information relating to such person that

would be required to be disclosed in a proxy statement or any other

filings required to be made in connection with solicitation of

proxies for the election of directors in a contested election or that is

otherwise required pursuant to and in accordance with Section 14

of the Exchange Act, and the rules and regulations promulgated

thereunder (including such person’s written consent to being

named in the Corporation’s proxy statements and any

accompanying proxy cards as a proposed nominee of the Noticing

Stockholder and to serving as a director if elected); and

(6)a completed and signed questionnaire,

representation, and agreement and any and all other information

required by Section 11(d) of this ARTICLE II.

In addition, any Noticing Stockholder who submits a notice pursuant to Section

11(a) of this ARTICLE II is required to update and supplement the information

disclosed in such notice, if necessary, in accordance with Section 11(c) of this

ARTICLE II.

(iv)Notwithstanding anything in these Bylaws to the contrary, no

business shall be conducted or nominations made at an annual meeting except in

accordance with the procedures set forth in Section 11(a) of this ARTICLE II;

provided that the foregoing shall not apply to any nominations or business

brought by the Principal Stockholder or any Principal Stockholder Affiliate at any

time prior to the Advance Notice Trigger Date.

(v)Notwithstanding anything in Section 11(a)(ii) of this ARTICLE II

to the contrary, if the number of directors to be elected to the Board is increased

effective after the time period for which nominations would otherwise be due

under Section 11(a)(ii) of this ARTICLE II and there is no Public Announcement

naming the nominees for additional directorships at least 10 days prior to the last

day a stockholder may deliver a notice of nomination in accordance with Section

11(a)(ii) of this ARTICLE II, a stockholder’s notice required by Section 11(a)(ii)

of this ARTICLE II shall also be considered timely, but only with respect to

nominees for the additional directorships, if it shall be received by the Secretary at

the principal executive offices of the Corporation not later than the Close of

Business on the 10th day following the day on which such Public Announcement

is first made by the Corporation.

(b)Special Meetings of Stockholders. Only such business shall be conducted

at a special meeting of stockholders as shall have been brought before the meeting pursuant to

the notice of meeting. Only persons who are nominated in accordance and compliance with the

procedures set forth in this Section 11(b) of ARTICLE II shall be eligible for election to the

Board at a special meeting of stockholders at which directors are to be elected. Nominations of

persons for election to the Board may be made at a special meeting of stockholders at which

directors are to be elected pursuant to the notice of meeting only: (i) by or at the direction of the

Board, any duly authorized committee thereof, or stockholders (if stockholders are permitted to

call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of the

Certificate of Incorporation); or (ii) provided that the Board or stockholders (if stockholders are

permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of

the Certificate of Incorporation) has determined that directors are to be elected at such special

meeting, by any stockholder of the Corporation who: (A) was a stockholder of record at the time

of giving of notice provided for in this Section 11(b) of ARTICLE II, and at the time of the

special meeting; (B) is entitled to vote at the meeting; and (C) complies with the notice

procedures provided for in this Section 11(b) of ARTICLE II. For nominations to be properly

brought by a stockholder at a special meeting of stockholders, the stockholder must have given

timely notice thereof in proper written form as described in this Section 11(b) of ARTICLE II to

the Secretary. To be timely, a stockholder’s notice for the nomination of persons for election to

the Board must be delivered to and received by the Secretary at the principal executive offices of

the Corporation not earlier than the 120th day prior to such special meeting and not later than the

Close of Business on the later of the 90th day prior to such special meeting or the 10th day

following the day on which a Public Announcement is first made of the date of the special

meeting and of the nominees proposed by the Board to be elected at such meeting. In no event

shall any adjournment or postponement of a special meeting or the announcement thereof

commence a new time period (or extend any time period) for the giving of a stockholder’s notice

as described above. Notices delivered pursuant to this Section 11(b) of ARTICLE II will be

deemed received on any given day if received prior to the Close of Business on such day (and

otherwise, on the next succeeding day). To be in proper written form, such stockholder’s notice

shall set forth all of the information required by, and otherwise be in compliance with, Section

11(a)(iii) of this ARTICLE II. In addition, any stockholder who submits a notice pursuant to this

Section 11(b) of ARTICLE II is required to update and supplement the information disclosed in

such notice, if necessary, in accordance with Section 11(c) of this ARTICLE II and shall comply

with Section 11(e) of this ARTICLE II. The number of nominees a stockholder may nominate

for election at the special meeting on its own behalf (or in the case of one or more stockholders

giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may

collectively nominate for election at the special meeting on behalf of such beneficial owner) shall

not exceed the number of directors to be elected at such special meeting. Notwithstanding the

foregoing or anything else in this Section 11(b), at any time prior to the Advance Notice Trigger

Date, the Principal Stockholder and any Principal Stockholder Affiliate may make nominations

at any special meeting of stockholders at which directors are to be elected without compliance

with the notice, information, or other requirements of this Section 11(b), and any such

nominations shall be deemed properly brought before such meeting

(c)Update and Supplement of Stockholder’s Notice. Any stockholder who

submits a notice of proposal for business or nomination for election pursuant to this Section 11

of ARTICLE II is required to update and supplement the information disclosed in such notice, if

necessary, so that the information provided or required to be provided in such notice shall be true

and correct as of the record date for the meeting of stockholders and as of the date that is 10

Business Days prior to the meeting of stockholders or any adjournment, recess, rescheduling, or

postponement thereof, and such update and supplement shall be delivered to and received by the

Secretary at the principal executive offices of the Corporation not later than five Business Days

after the record date for the meeting of stockholders in the case of the update and supplement

required to be made as of the record date, and not later than eight Business Days prior to the date

for the meeting of stockholders or any adjournment, recess, rescheduling or postponement

thereof in the case of the update and supplement required to be made as of 10 Business Days

prior to the meeting of stockholders or any adjournment, recess, rescheduling, or postponement

thereof. In addition, if the Noticing Stockholder has delivered to the Corporation a notice relating

to the nomination of directors, the Noticing Stockholder shall deliver to the Corporation not later

than eight Business Days prior to the date of the meeting or any adjournment, recess,

rescheduling, or postponement thereof (or, if not practicable, on the first practicable date prior to

the date to which the annual meeting has been adjourned or postponed) reasonable evidence that

it has complied with the requirements of Rule 14a-19 of the Exchange Act (or any successor

provision). For the avoidance of doubt, the obligation to update and supplement set forth in this

paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with

respect to any deficiencies in any notice provided by a stockholder, extend any applicable

deadlines hereunder or enable or be deemed to permit a stockholder who has previously

submitted notice hereunder to amend or update any proposal or to submit any new proposal,

including by changing or adding nominees, matters, business and/or resolutions proposed to be

brought before a meeting of the stockholders.

(d)Submission of Questionnaire, Representation, and Agreement. To be

qualified to be a nominee for election or re-election as a director of the Corporation, a person

must deliver (in the case of a person nominated by a stockholder in accordance with Sections

11(a) or 11(b) of this ARTICLE II, in accordance with the time periods prescribed for delivery of

notice under such sections) to the Secretary at the principal executive offices of the Corporation a

written questionnaire with respect to the background and qualification of such person and the

background of any other person or entity on whose behalf the nomination is being made (which

questionnaire shall be provided by the Secretary upon written request of any stockholder of

record identified by name within five Business Days of such written request) and a written

representation and agreement (in the form provided by the Secretary upon written request of any

stockholder of record identified by name within five Business Days of such written request) that

such person: (i) is not and will not become a party to: (A) any agreement, arrangement, or

understanding (whether written or oral) with, and has not given any commitment or assurance to,

any person or entity as to how such person, if elected as a director of the Corporation, will act or

vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the

Corporation; or (B) any Voting Commitment that could limit or interfere with such person’s

ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties

under applicable law; (ii) is not and will not become a party to any agreement, arrangement, or

understanding with any person or entity other than the Corporation with respect to any direct or

indirect compensation, reimbursement, or indemnification in connection with service or action as

a director that has not been disclosed to the Corporation; and (iii) would be in compliance, and if

elected as a director of the Corporation will comply, with all applicable publicly disclosed

corporate governance, conflict of interest, confidentiality, and stock ownership and trading

policies and guidelines of the Corporation that are publicly available.

(e)Update and Supplement of Nominee Information. The Corporation may

also, as a condition to any such nomination or business being deemed properly brought before an

annual meeting of stockholders, require any Holder or any proposed nominee to deliver to the

Secretary, within five Business Days of any such request, such other information as may

reasonably be required by the Board to determine whether such proposed nominee is eligible

under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock

exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to

serve as a director or independent director of the Corporation.

(f)Authority of Chair; General Provisions. Except as otherwise provided by

applicable law, the Certificate of Incorporation, or these Bylaws and subject to the supervision of

the Board, the chair of the meeting shall have the power and duty to determine whether any

nomination or other business proposed to be brought before the meeting was made or brought in

accordance with the procedures set forth in these Bylaws (including whether the Noticing

Stockholder or Stockholder Associated Person or other person, if any, on whose behalf the

nomination or proposal is made or solicited (or is part of a group which solicited) or did not so

solicit, as the case may be, proxies or votes in support of such Noticing Stockholder’s nominee

or proposal in compliance with such Noticing Stockholder’s representation as required by

Section 11(a)(iii)(B)(8) of this ARTICLE II) and, if any nomination or other business is not

made or brought in compliance with these Bylaws, to declare that such nomination or proposal of

other business be disregarded and not acted upon; provided, however, that the foregoing shall not

apply to, and the chair of the meeting shall have no authority to disregard, any nomination or

business brought by the Principal Stockholder or any Principal Stockholder Affiliate at any time

prior to the Advance Notice Trigger Date.

(g)Effect on Other Rights. Nothing in these Bylaws shall be deemed to: (A)

confer upon any stockholder a right to have a nominee or any proposed business included in the

Corporation’s proxy statement, except as set forth in the Certificate of Incorporation or these

Bylaws; (B) affect any rights of the holders of any series of preferred stock to elect directors

pursuant to any applicable provisions of the Certificate of Incorporation; or (C) limit the

exercise, the method, or timing of the exercise of the rights of the Principal Stockholder and the

Principal Stockholder Affiliates granted by the Corporation to nominate directors (pursuant to

that Director Nomination Agreement, dated as of on or about September 29, 2026 (as amended,

restated, modified, and/or supplemented from time to time, the “Director Nomination

Agreement”), by and among the Corporation and the investors named therein), which rights may

be exercised without compliance with the provisions of Section 11 of this ARTICLE II.

(h)Definitions. For purposes of this Section 11 of ARTICLE II, the term:

(i)“Affiliate” has the meaning attributed to such term in Rule 12b-2

under the Exchange Act;

(ii)“Associate” has the meaning attributed to such term in Rule 12b-2

under the Exchange Act;

(iii)“Business Day” shall mean each Monday, Tuesday, Wednesday,

Thursday, and Friday that is not a day on which banking institutions in

Miamisburg, OH or New York, NY are authorized or obligated by law or

executive order to close;

(iv)“Close of Business” shall mean 5:00 p.m. local time at the

principal executive offices of the Corporation, and if an applicable deadline falls

on the Close of Business on a day that is not a Business Day, then the applicable

deadline shall be deemed to be the Close of Business on the immediately

preceding Business Day;

(v)“Derivative Instrument” means any short position, profits interest,

option, warrant, convertible security, stock appreciation right, or similar right with

an exercise or conversion privilege or a settlement payment or mechanism at a

price related to any class or series of shares of the Corporation or with a value

derived in whole or in part from the value of any class or series of shares of the

Corporation, or any derivative or synthetic arrangement having the characteristics

of a long position in any class or series of shares of the Corporation, or any

contract, derivative, swap, or other transaction or series of transactions designed

to produce economic benefits and risks that correspond substantially to the

ownership of any class or series of shares of the Corporation, including due to the

fact that the value of such contract, derivative, swap, or other transaction or series

of transactions is determined by reference to the price, value, or volatility of any

class or series of shares of the Corporation, whether or not such instrument,

contract, or right shall be subject to settlement in the underlying class or series of

shares of the Corporation, through the delivery of cash or other property, or

otherwise, and without regard to whether the stockholder and any Stockholder

Associated Person may have entered into transactions that hedge or mitigate the

economic effect of such instrument, contract, or right, or any other direct or

indirect opportunity to profit or share in any profit derived from any increase or

decrease in the value of shares of the Corporation;

(vi)“Hedging Transaction” means, with respect to a stockholder or any

Stockholder Associated Person, any hedging or other transaction (such as

borrowed or loaned shares) or series of transactions, or any other agreement,

arrangement, or understanding, the effect or intent of which is to increase or

decrease the voting power or economic or pecuniary interest of such stockholder

or any Stockholder Associated Person with respect to the Corporation’s securities;

(vii)“Public Announcement” means disclosure (a) in a press release

released by the Corporation, provided such press release is released by the

Corporation following its customary procedures, as reported by the Dow Jones

News Service, Associated Press, Business Wire, PR Newswire or a comparable

news service, or is generally available on internet news sites, or (b) in a document

publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or

15(d) of the Exchange Act;

(viii)“Stockholder Associated Person” means, with respect to any

Holder:

(A)any participant (as defined in paragraphs (a)(ii)-(vi) of

Instruction 3 to Item 4 of Schedule 14A of the Exchange Act, or any

successor instructions) with such Holder in a solicitation of proxies in

respect of any business or director nomination proposed by such

stockholder;

(B)any Affiliate or Associate of such Holder; and

(C)any person who is a member of a “group” (as such term is

used in Rule 13d-5 under the Exchange Act (or any successor provision))

with such Holder; and

(ix)“Short Interest” means any agreement, arrangement,

understanding, relationship, or otherwise, including any repurchase or similar so-

called “stock borrowing” agreement or arrangement, involving any stockholder or

any Stockholder Associated Person, the purpose or effect of which is to mitigate

loss to, reduce the economic risk (of ownership or otherwise) of any class or

series of the shares of the Corporation by, manage the risk of share price changes

for, or increase or decrease the voting power of, such stockholder or any

Stockholder Associated Person with respect to any class or series of the shares or

other securities of the Corporation, or which provides, directly or indirectly, the

opportunity to profit or share in any profit derived from any decrease in the price

or value of any class or series of the shares or other securities of the Corporation;

and

(x)For purposes of these Bylaws, the words “include,” “includes” or

“including” are deemed to be followed by the words “without limitation.” Where

a reference in these Bylaws is made to any statute or regulation, such reference

shall be to (1) the statute or regulation as amended from time to time (except as

context may otherwise require) and (2) any rules or regulations promulgated

thereunder.

(i)Proxy Card. Any stockholder directly or indirectly soliciting proxies from

other stockholders must use a proxy card color other than white, which shall be reserved for the

exclusive use by the Board.

Section 12.Requirement to Appear. Notwithstanding anything to the contrary

contained in Section 11, if the Noticing Stockholder that has provided timely notice of a

nomination or item of business in accordance with Section 11 (or a qualified representative of the

Noticing Stockholder) does not appear at the annual or special meeting of stockholders of the

Corporation to present such nomination or item of business, such proposed business shall not be

transacted and such nomination shall be disregarded, notwithstanding that such proposed

business or such nomination is set forth in the notice of meeting or other proxy materials and

notwithstanding that proxies or votes in respect of such vote may have been received by the

Corporation. For purposes of these Bylaws, to be considered a qualified representative of the

Noticing Stockholder, a person must be a duly authorized officer, manager or partner of such

Noticing Stockholder or must be authorized by a writing executed by such Noticing Stockholder

or an electronic transmission delivered by such Noticing Stockholder to act for such Noticing

Stockholder as proxy at the meeting of stockholders and such person must produce such writing

or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at

the meeting of stockholders.

Section 13.Fixing a Record Date for Stockholder Meetings. In order that the

Corporation may determine the stockholders entitled to notice of any meeting of stockholders or

any adjournment thereof, the Board may fix a record date, which record date shall not precede

the date upon which the resolution fixing the record date is adopted by the Board, and which

record date shall not be more than 60 days nor less than 10 days before the date of such meeting.

If the Board so fixes a date, such date shall also be the record date for determining the

stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes

such record date, that a later date on or before the date of the meeting shall be the date for

making such determination. If no record date is fixed by the Board, the record date for

determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the

close of business on the day next preceding the day on which notice is first given, or, if notice is

waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of

stockholders shall apply to any adjournment of the meeting; provided, however, that the Board

may fix a new record date for the adjourned meeting in conformity herewith; and in such case

shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the

same or an earlier date as that fixed for determination of stockholders entitled to vote in

accordance with the foregoing provisions of this Section 13 of ARTICLE II at the adjourned

meeting.

Section 14.Action by Stockholders Without a Meeting. So long as stockholders of the

Corporation have the right to act by written consent in accordance with Section 1 of ARTICLE

SEVEN of the Certificate of Incorporation, the following provisions shall apply:

(a)Record Date. For the purpose of determining the stockholders entitled to

consent to corporate action without a meeting as may be permitted by the Certificate of

Incorporation or the certificate of designation relating to any outstanding class or series of

preferred stock, the Board may fix a record date, which record date shall not precede the date on

which the resolution fixing the record date is adopted by the Board, and which record date shall

not be more than 10 (or the maximum number permitted by applicable law) days after the date on

which the resolution fixing the record date is adopted by the Board. Any stockholder of record

seeking to have the stockholders authorize or take action by consent in lieu of a meeting shall, by

written notice delivered to the Secretary at the Corporation’s principal place of business during

regular business hours, request that the Board fix a record date, which notice shall include the

text of any proposed resolutions. Notices delivered pursuant to this Section 14(a) of ARTICLE II

will be deemed received on any given day only if received prior to the close of business on such

day (and otherwise, shall be deemed received on the next succeeding Business Day). The Board

shall promptly, but in all events within 10 days after the date on which such written notice is

properly delivered to and deemed received by the Secretary, adopt a resolution fixing the record

date (unless a record date has previously been fixed by the Board pursuant to the first sentence of

this Section 14(a) of ARTICLE II). If no record date has been fixed by the Board pursuant to this

Section 14(a) or otherwise within 10 days of receipt of a valid request by a stockholder, the

record date for determining stockholders entitled to consent to corporate action without a

meeting, when no prior action by the Board is required pursuant to applicable law, shall be the

first date after the expiration of such 10 day time period on which a signed consent setting forth

the action taken or proposed to be taken is delivered to the Corporation pursuant to Section 14(b)

of this ARTICLE II; provided, however, that if prior action by the Board is required by

applicable law, the record date for determining stockholders entitled to consent to corporate

action without a meeting shall in such an event be at the close of business on the day on which

the Board adopts the resolution taking such prior action.

(b)Generally. No consent shall be effective to take the corporate action

referred to therein unless consents signed by a sufficient number of stockholders to take such

action are delivered to the Corporation, in the manner required by this Section 14 of ARTICLE

II, within 60 (or the maximum number permitted by applicable law) days of the first date on

which a consent is delivered to the Corporation in the manner required by applicable law. The

validity of any consent executed by a proxy for a stockholder pursuant to an electronic

transmission transmitted to such proxy holder by or upon the authorization of the stockholder

shall be determined by or at the direction of the Secretary. A written record of the information

upon which the person making such determination relied shall be made and kept in the records of

the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if

it were the minutes of a meeting of stockholders. Prompt notice of the taking of the corporate

action without a meeting by less than unanimous consent shall be given by the Corporation (at its

expense) to those stockholders as of the record date for the action by consent who have not

consented and who would have been entitled to notice of the meeting if the action had been taken

at such meeting and the record date for the notice of such meeting were the record date for the

action by consent. A consent permitted by this Section 14 shall be delivered: (i) to the principal

place of business of the Corporation; (ii) to an officer or agent of the Corporation having custody

of the book in which proceedings of meetings of stockholders are recorded; (iii) to the registered

office of the Corporation in the State of Delaware by hand or by certified or registered mail,

return receipt requested; or (iv) subject to the next sentence, in accordance with Section 116 of

the DGCL to an information processing system, if any, designated by the Corporation for

receiving such consents. In the case of delivery pursuant to the foregoing clause (iv), such

consent must set forth or be delivered with information that enables the Corporation to determine

the date of delivery of such consent and the identity of the person giving such consent, and, if

such consent is given by a person authorized to act for a stockholder or member as proxy, such

consent must comply with the applicable provisions of Sections 212(c)(2) and (3) of the DGCL.

Section 15.Conduct of Meetings.

(a)Generally. Meetings of stockholders shall be presided over by the Chair, if

any, or in the Chair’s absence or disability, by the CEO (if the CEO is not also the Chair), or in

the CEO’s absence or disability, by the President of the Corporation (the “President”), or in the

President’s absence or disability, by a Vice President of the Corporation (the “Vice President”)

(in the order as determined by the Board), or in the absence or disability of the foregoing

persons, by a director or officer designated by the Board, or in the absence or disability of such

person, by a chair chosen at the meeting. The Secretary shall act as secretary of the meeting, but

in the Secretary’s absence or disability, the chair of the meeting may appoint any person to act as

secretary of the meeting.

(b)Rules, Regulations, and Procedures. The Board may adopt by resolution

such rules, regulations, and procedures for the conduct of any meeting of stockholders of the

Corporation as it shall deem appropriate including, without limitation, such guidelines and

procedures as it may deem appropriate regarding the participation by means of remote

communication of stockholders and proxyholders not physically present at a meeting. Except to

the extent inconsistent with such rules, regulations, and procedures as adopted by the Board, the

chair of any meeting of stockholders shall have the right and authority to prescribe such rules,

regulations, and procedures and to do all such acts as, in the judgment of such chair, are

appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures,

whether adopted by the Board or prescribed by the chair of the meeting, may include, without

limitation, the following: (i) the establishment of an agenda or order of business for the meeting;

(ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii)

limitations on attendance at or participation in the meeting to stockholders of record of the

Corporation, their duly authorized and constituted proxies, or such other persons as the chair of

the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the

commencement thereof; (v) limitations on the time allotted to questions or comments by

participants; and (vi) restrictions on the use of mobile phones, audio or video recording devices,

and similar devices at the meeting. The chair of the meeting of stockholders, in addition to

making any other determinations that may be appropriate to the conduct of the meeting, shall, if

the facts warrant, determine and declare to the meeting that a nomination or matter or business

was not properly brought before the meeting and if such chair should so determine, such chair

shall so declare to the meeting and any such matter or business not properly brought before the

meeting shall not be transacted or considered. Unless and to the extent determined by the Board

or the chair of the meeting, meetings of stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure. The chair of the meeting shall announce at

the meeting when the polls for each matter to be voted upon at the meeting will be opened and

closed. After the polls close, no ballots, proxies, or votes or any revocations or changes thereto

may be accepted. The chair of the meeting shall have the power, right, and authority, for any or

no reason, to convene, recess, and/or adjourn any meeting of stockholders.

(c)Inspectors of Elections. The Corporation may, and to the extent required

by law shall, in advance of any meeting of stockholders, appoint one or more inspectors of

election to act at the meeting and make a written report thereof. One or more other persons may

be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or

alternate is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or

more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be

officers, employees, or agents of the Corporation. No person who is a candidate for an office at

an election may serve as an inspector at such election. Each inspector, before entering upon the

discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of

inspector with strict impartiality and according to the best of such inspector’s ability. The

inspector shall have the duties prescribed by law and, when the vote is completed, shall make a

certificate of the result of the vote taken and of such other facts as may be required by law.

Section 16.Remote Communication. If authorized by the Board in its sole discretion,

and subject to such guidelines and procedures as the Board may adopt, stockholders and

proxyholders not physically present at a meeting of stockholders may, by means of remote

communication:

(a)participate in a meeting of stockholders; and

(b)be deemed present in person and vote at a meeting of stockholders

whether such meeting is to be held at a designated place or solely by means of remote

communication;

provided that

(c)the Corporation shall implement reasonable measures to verify that each

person deemed present and permitted to vote at the meeting by means of remote communication

is a stockholder or proxyholder;

(d)the Corporation shall implement reasonable measures to provide such

stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote

on matters submitted to the stockholders, including an opportunity to read or hear the

proceedings of the meeting substantially concurrently with such proceedings; and

(e)if any stockholder or proxyholder votes or takes other action at the

meeting by means of remote communication, a record of such vote or other action shall be

maintained by the Corporation.

ARTICLE III

DIRECTORS

Section 1.General Powers. Except as otherwise provided in this Certificate of

Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or

under the direction of the Board.

Section 2.Regular Meetings and Special Meetings. Regular meetings of the Board

may be held without notice at such time and at such place as shall from time to time be

determined by resolution of the Board and publicized among all directors. Special meetings of

the Board may be called by: (i) the Chair, if any; (ii) by the Secretary upon the written request of

a majority of the directors then in office; or (iii) if the Board then includes a director nominated

or designated for nomination by the Principal Stockholder or any Principal Stockholder Affiliate,

by any director so nominated or designated, and in each case shall be held at the place, if any, on

the date and at the time as he, she, or they shall fix. Any and all business may be transacted at a

special meeting of the Board.

Section 3.Notice of Meetings. Notice of regular meetings of the Board need not be

given except as otherwise required by law or these Bylaws. Notice of each special meeting of the

Board, and of each regular and annual meeting of the Board for which notice is required, shall be

given by the Secretary as hereinafter provided in this Section 3 of this ARTICLE III. Such notice

shall state the date, time, and place, if any, of the meeting. Notice of any special meeting, and of

any regular or annual meeting for which notice is required, shall be given to each director at

least: (A) 24 hours before the meeting if by telephone or by being personally delivered or sent by

overnight courier, telecopy, electronic transmission, email, or similar means; or (B) five days

before the meeting if delivered by mail to the director’s residence or usual place of business.

Such notice shall be deemed to be delivered when deposited in the United States mail so

addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic

transmission, email, or similar means. Neither the business to be transacted at, nor the purpose

of, any special meeting of the Board need be specified in the notice or waiver of notice of such

meeting.

Section 4.Waiver of Notice. Any director may waive notice of any meeting of

directors by a writing signed by the director or by electronic transmission. Any member of the

Board or any committee thereof who is present at a meeting shall have waived notice of such

meeting except when such member attends for the express purpose of objecting at the beginning

of the meeting to the transaction of any business because the meeting is not lawfully called or

convened and does not further participate in the meeting. Such member shall be conclusively

presumed to have assented to any action taken unless his or her dissent shall be entered in the

minutes of the meeting or unless his or her written dissent to such action shall be filed with the

person acting as the secretary of the meeting before the adjournment thereof or shall be

forwarded by registered mail to the Secretary immediately after the adjournment of the meeting.

Such right to dissent shall not apply to any member who voted in favor of such action.

Section 5.Chair of the Board, Quorum, Required Vote, and Adjournment. Subject to

the provisions regarding the appointment of the Chair in the Certificate of Incorporation, the

Board may elect the Chair. The Chair must be a director and may be a director who is also

currently an officer of the Corporation. Subject to the provisions of these Bylaws and the

direction of the Board, he, she, or they shall perform all duties and have all powers which are

commonly incident to the position of Chair or which are delegated to him or her by the Board,

preside at all meetings of the stockholders and Board at which he or she is present and have such

powers and perform such duties as the Board may from time to time prescribe. If the Chair is not

present at a meeting of the Board, the CEO (if the CEO is a director and is not also the Chair)

shall preside at such meeting, and, if the CEO is not present at such meeting, a majority of the

directors present at such meeting shall elect one of the directors present at the meeting to so

preside. At all meetings of the Board, a majority of the directors then in office shall constitute a

quorum for the transaction of business, provided, however, that a quorum shall never be less than

one-third the total number of directors. Unless by express provision of an applicable law, the

Certificate of Incorporation, or these Bylaws a different vote is required, the vote of a majority of

directors present at a meeting at which a quorum is present shall be the act of the Board. At any

meeting of the Board, business shall be transacted in such order and manner as the Board may

from time to time determine. If a quorum shall not be present at any meeting of the Board, the

directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from

time to time, without notice other than announcement at the meeting, until a quorum shall be

present.

Section 6.Committees.

(a)The Board may designate one or more committees, including an executive

committee, consisting of one or more of the directors of the Corporation, and any committees

required by the rules and regulations of such exchange as any securities of the Corporation are

listed. The Board may designate one or more directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of the committee. Except to

the extent restricted by applicable law or the Certificate of Incorporation, each such committee,

to the extent provided by the DGCL and in the resolution creating it, shall have and may exercise

all the powers and authority of the Board. Each such committee shall serve at the pleasure of the

Board. Each committee shall keep regular minutes of its meetings and report the same to the

Board upon request.

(b)Each committee of the Board may fix its own rules of procedure and shall hold its

meetings as provided by such rules, except as may otherwise be provided by a resolution of the

Board designating such committee. Unless otherwise provided in such a resolution, the presence

of at least a majority of the members of the committee shall be necessary to constitute a quorum.

All matters shall be determined by a majority vote of the members present at a meeting at which

a quorum is present. Unless otherwise provided in such a resolution, in the event that a member

and that member’s alternate, if alternates are designated by the Board, of such committee is or

are absent or disqualified, the member or members present at any meeting and not disqualified

from voting, whether or not such member or members constitute a quorum, may unanimously

appoint another member of the Board to act at the meeting in place of any such absent or

disqualified member.

Section 7.Action by Written Consent. Unless otherwise restricted by the Certificate

of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of

the Board, or of any committee thereof, may be taken without a meeting if all members of the

Board or such committee, as the case may be, consent thereto in writing or by electronic

transmission. After the action is taken, the consent or consents relating thereto shall be filed with

the minutes of proceedings of the Board or committee in the same paper form or electronic form

as the minutes are maintained.

Section 8.Compensation. The Board shall have the authority to fix the

compensation, including fees, reimbursement of expenses, and equity compensation, of directors

for services to the Corporation in any capacity, including for attendance of meetings of the Board

or participation on any committees. No such payment shall preclude any director from serving

the Corporation in any other capacity and receiving compensation therefor.

Section 9.Reliance on Books and Records. A member of the Board, or a member of

any committee designated by the Board, shall, in the performance of such member’s duties, be

fully protected in relying in good faith upon records of the Corporation and upon such

information, opinions, reports, or statements presented to the Corporation by any of the

Corporation’s officers or employees, or committees of the Board, or by any other person as to

matters the member reasonably believes are within such other person’s professional or expert

competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 10.Telephonic and Other Meetings. Unless restricted by the Certificate of

Incorporation, any one or more members of the Board or any committee thereof may participate

in a meeting of the Board or such committee by means of conference telephone or other

communications equipment by means of which all persons participating in the meeting can hear

each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

OFFICERS

Section 1.Number and Election. Subject to the authority of the CEO to appoint

officers as set forth in Section 11 of this ARTICLE IV, the officers of the Corporation shall be

elected by the Board and may consist of a CEO, a President, one or more Vice Presidents, a

Secretary, a Chief Financial Officer (the “CFO”), a Treasurer (the “Treasurer”), and such other

officers and assistant officers as may be deemed necessary or desirable by the Board. Any

number of offices may be held by the same person. In its discretion, the Board may choose not to

fill any office for any period as it may deem advisable.

Section 2.Term of Office. Each officer shall hold office until a successor is duly

elected and qualified or until his or her earlier death, resignation, or removal as hereinafter

provided.

Section 3.Removal. Any officer or agent of the Corporation may be removed with or

without cause by the Board, a duly authorized committee thereof or by such officers as may be

designated by a resolution of the Board, but such removal shall be without prejudice to the

contract rights, if any, of the person so removed. Any officer appointed by the CEO in

accordance with Section 11 of this ARTICLE IV may also be removed by the CEO in his or her

sole discretion.

Section 4.Vacancies. Any vacancy occurring in any office because of death,

resignation, removal, disqualification, or otherwise may be filled by the Board or the CEO in

accordance with Section 11 of this ARTICLE IV.

Section 5.Compensation. Compensation of all executive officers shall be approved

by the Board or a duly authorized committee thereof, and no officer shall be prevented from

receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6.Chief Executive Officer. The CEO shall have the powers and perform the

duties incident to that position. The CEO shall, in the absence of the Chair (if the CEO is not also

the Chair), or if a Chair shall not have been elected, preside at each meeting of (a) the Board if

the CEO is a director and (b) the stockholders. Subject to the powers of the Board and the Chair,

the CEO shall be in general and active charge of the entire business and affairs of the

Corporation and shall be its chief policy-making officer. The CEO shall have such other powers

and perform such other duties as may be prescribed by the Board or provided in these Bylaws.

The CEO is authorized to execute bonds, mortgages, and other contracts requiring a seal under

the seal of the Corporation, except where required or permitted by law to be otherwise signed

and executed and except where the signing and execution thereof shall be expressly delegated by

the Board to some other officer or agent of the Corporation. Whenever the President is unable to

serve, by reason of sickness, absence, or otherwise, the CEO shall perform all the duties and

responsibilities and exercise all the powers of the President.

Section 7.President. The President of the Corporation shall, subject to the powers of

the Board, the Chair, and the CEO, have general charge of the business, affairs, and property of

the Corporation, and, in the absence of the CEO, control over its officers, agents, and employees.

The President shall see that all orders and resolutions of the Board are carried into effect. The

President is authorized, in the absence of the CEO, to execute bonds, mortgages, and other

contracts requiring a seal under the seal of the Corporation, except where required or permitted

by law to be otherwise signed and executed and except where the signing and execution thereof

shall be expressly delegated by the Board to some other officer or agent of the Corporation. The

President shall, in the absence of the CEO, act with all of the powers and be subject to all of the

restrictions of the CEO. The President shall have such other powers and perform such other

duties as may be prescribed by the Chair, the CEO, the Board, or as may be provided in these

Bylaws or otherwise are incident to the position of President.

Section 8.Vice Presidents. The Vice President, or if there shall be more than one, the

Vice Presidents, in the order determined by the Board or the Chair, shall, perform such duties

and have such powers as the Board, the Chair, the CEO, the President, or these Bylaws may,

from time to time, prescribe or which otherwise are incident to the position of Vice President.

The Vice Presidents may also be designated as Executive Vice Presidents or Senior Vice

Presidents, as the Board may from time to time prescribe.

Section 9.Secretary and Assistant Secretaries. The Secretary shall attend all

meetings of the Board (other than executive sessions thereof) and all meetings of the

stockholders and record all the proceedings of the meetings in a book or books to be kept for that

purpose or shall ensure that his or her designee attends each such meeting to act in such capacity.

Under the Board’s supervision, the Secretary shall give, or cause to be given, all notices required

to be given by these Bylaws or by law; shall have such powers and perform such duties as the

Board, the Chair, the CEO, the President, or these Bylaws may, from time to time, prescribe or

which otherwise are incident to the position of Secretary; and shall have custody of the corporate

seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the

corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her

signature or by the signature of such Assistant Secretary. The Board may give general authority

to any other officer to affix the seal of the Corporation and to attest the affixing by his or her

signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries,

shall in the absence or disability of the Secretary, perform the duties and exercise the powers of

the Secretary and shall perform such other duties and have such other powers as the Board, the

Chair, the CEO, the President, or Secretary may, from time to time, prescribe.

Section 10.Chief Financial Officer and Treasurer. The CFO shall have the custody of

the corporate funds and securities; shall keep full and accurate accounts of receipts and

disbursements in books belonging to the Corporation as shall be necessary or desirable in

accordance with applicable law or generally accepted accounting principles; shall deposit all

monies and other valuable effects in the name and to the credit of the Corporation as may be

ordered by the Chair or the Board; shall receive, and give receipts for, moneys due and payable

to the Corporation from any source whatsoever; shall cause the funds of the Corporation to be

disbursed when such disbursements have been duly authorized, taking proper vouchers for such

disbursements; and shall render to the Board, at its regular meeting or when the Board so

requires, an account of the financial condition and operations of the Corporation; shall have such

powers and perform such duties as the Board, the Chair, the CEO, the President, or these Bylaws

may, from time to time, prescribe or which otherwise are incident to the position of CFO. The

Treasurer shall in the absence or disability of the CFO, perform the duties and exercise the

powers of the CFO, subject to the power of the Board. The Treasurer, if any, shall perform such

other duties and have such other powers as the Board may, from time to time, prescribe.

Section 11.Appointed Officers. In addition to officers designated by the Board in

accordance with this ARTICLE IV, the CEO shall have the authority to appoint other officers below

the level of Board-appointed Vice President as the CEO may from time to time deem expedient and

may designate for such officers titles that appropriately reflect their positions and responsibilities.

Such appointed officers shall have such powers and shall perform such duties as may be assigned to

them by the CEO or the senior officer to whom they report, consistent with corporate policies. An

appointed officer shall serve until the earlier of such officer’s resignation or such officer’s removal

by the CEO or the Board at any time, either with or without cause.

Section 12.Other Officers, Assistant Officers, and Agents. Officers, assistant officers,

and agents, if any, other than those whose duties are provided for in these Bylaws, shall have

such authority and perform such duties as may from time to time be prescribed by resolution of

the Board and, to the extent not so provided, as generally pertain to their respective offices,

subject to the control of the Board.

Section 13.Officers’ Bonds or Other Security. If required by the Board, any officer of

the Corporation shall give a bond or other security for the faithful performance of such officer’s

duties, in such amount and with such surety as the Board may require.

Section 14.Delegation of Authority. The Board may by resolution delegate the

powers and duties of such officer to any other officer or to any director, or to any other person

whom it may select.

ARTICLE V

CERTIFICATES OF STOCK

Section 1.Form. The shares of stock of the Corporation shall be represented by

certificates, provided that the Board may provide by resolution that some or all of any or all

classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to

shares represented by a certificate until such certificate is surrendered to the Corporation. If

shares are represented by certificates, the certificates shall be in such form as required by

applicable law and as determined by the Board. Each certificate shall certify the number of

shares owned by such holder in the Corporation and shall be signed by, or in the name of the

Corporation by two authorized officers of the Corporation including, but not limited to, the Chair

(if an officer), the CEO (if the CEO is not also the Chair), the President, a Vice President, the

CFO, the Treasurer, the Secretary, and an Assistant Secretary. Any or all signatures on the

certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed, or

whose facsimile signature or signatures have been used on, any such certificate or certificates

shall cease to be such officer, transfer agent, or registrar of the Corporation whether because of

death, resignation, or otherwise before such certificate or certificates have been issued by the

Corporation, such certificate or certificates may nevertheless be issued as though the person or

persons who signed such certificate or certificates or whose facsimile signature or signatures

have been used thereon had not ceased to be such officer, transfer agent, or registrar of the

Corporation at the date of issue. All certificates for shares shall be consecutively numbered or

otherwise identified. The Board may appoint a bank or trust company organized under the laws

of the United States or any state thereof to act as its transfer agent, registrar, or both in

connection with the transfer of any class or series of securities of the Corporation. The

Corporation, or its designated transfer agent or other agent, shall keep a book or set of books to

be known as the stock transfer books of the Corporation, containing the name of each holder of

record, together with such holder’s address and the number and class or series of shares held by

such holder and the date of issue. When shares are represented by certificates, the Corporation

shall issue and deliver to each holder to whom such shares have been issued or transferred,

certificates representing the shares owned by such holder, and shares of stock of the Corporation

shall only be transferred on the books of the Corporation by the holder of record thereof or by

such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its

designated transfer agent or other agent of the certificate or certificates for such shares endorsed

by the appropriate person or persons, with such evidence of the authenticity of such

endorsement, transfer, authorization, and other matters as the Corporation may reasonably

require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty

of the Corporation to issue a new certificate to the person entitled thereto, cancel the old

certificate or certificates, and record the transaction on its books. When shares are not

represented by certificates, shares of stock of the Corporation shall only be transferred on the

books of the Corporation by the holder of record thereof or by such holder’s attorney duly

authorized in writing, with such evidence of the authenticity of such transfer, authorization, and

other matters as the Corporation may reasonably require, and accompanied by all necessary stock

transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the

Corporation shall, if required by applicable law, send the holder to whom such shares have been

issued or transferred a written statement of the information required by applicable law. Unless

otherwise provided by applicable law, the Certificate of Incorporation, these Bylaws, or any

other instrument, the rights and obligations of the holders of uncertificated stock, and the rights

and obligations of the holders of certificates representing stock of the same class and series shall

be identical.

Section 2.Lost Certificates. The Corporation may issue or direct a new certificate or

certificates or uncertificated shares to be issued in place of any certificate or certificates

previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the

making of an affidavit of that fact by the owner of the lost, stolen, or destroyed certificate. When

authorizing such issue of a new certificate or certificates or uncertificated shares, the Corporation

may, in its discretion and as a condition precedent to the issuance thereof, require the owner of

such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give

the Corporation a bond in such sum as it may direct, sufficient to indemnify the Corporation

against any claim that may be made against the Corporation on account of the alleged loss, theft,

or destruction of any such certificate or the issuance of such new certificate or uncertificated

shares.

Section 3.Registered Stockholders. The Corporation shall be entitled to recognize

the exclusive right of a person registered on its records as the owner of shares of stock to receive

dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of

an owner, except as otherwise required by applicable law. The Corporation shall not be bound to

recognize any equitable or other claim to or interest in such share or shares of stock on the part of

any other person, whether or not it shall have express or other notice thereof, except as otherwise

required by applicable law.

Section 4.Fixing a Record Date for Purposes Other Than Stockholder Meetings or

Actions by Written Consent. In order that the Corporation may determine the stockholders

entitled to receive payment of any dividend, other distribution or allotment, or any rights, or the

stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of

stock, or for the purposes of any other lawful action (other than stockholder meetings and

stockholder consents which are expressly governed by Sections 12, 13, 14, and 15 of ARTICLE

II hereof), the Board may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date is adopted, and which record date shall be not more

than 60 days prior to such action. If no record date is fixed, the record date for determining

stockholders for any such purpose shall be at the close of business on the day on which the Board

adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1.Dividends. Subject to and in accordance with applicable law, the

Certificate of Incorporation and any certificate of designation relating to any series of preferred

stock, dividends upon the shares of capital stock of the Corporation may be declared and paid by

the Board in accordance with applicable law. Dividends may be paid in cash, in property, or in

shares of the Corporation’s capital stock, subject to the provisions of applicable law and the

Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any

funds of the Corporation available for dividends a reserve or reserves for any proper purpose.

The Board may modify or abolish any such reserves in the manner in which they were created.

Section 2.Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the

payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the

Corporation by such officer, officers, person, or persons as from time to time may be designated

by the Board, or by an officer or officers authorized by the Board to make such designation.

Section 3.Contracts. In addition to the powers otherwise granted to officers pursuant

to ARTICLE IV, the Board may authorize any officer or officers, or any agent or agents, in the

name and on behalf of the Corporation to enter into or execute and deliver any and all deeds,

bonds, mortgages, contracts, and other obligations or instruments, and such authority may be

general or confined to specific instances.

Section 4.Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution

of the Board.

Section 5.Corporate Seal. The Board may provide a corporate seal which shall be in

the form of a circle and shall have inscribed thereon the name of the Corporation and the words

“Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be

required by virtue of Section 5 of this ARTICLE VI.

Section 6.Voting Securities Owned By Corporation. Voting securities in any other

corporation or entity held by the Corporation shall be voted by the Chair, CEO, the President, or

the CFO, unless the Board specifically confers authority to vote with respect thereto, which

authority may be general or confined to specific instances, upon some other person or officer.

Any person authorized to vote securities shall have the power to appoint proxies, with general

power of substitution.

Section 7.Facsimile/Electronic Signatures. In addition to the provisions for use of

facsimile signatures elsewhere specifically authorized in these Bylaws, Docusign, facsimile, and

other forms of electronic signatures of any officer or director of the Corporation may be used to

the fullest extent permitted by applicable law.

Section 8.Section Headings. Section headings in these Bylaws are for convenience

of reference only and shall not be given any substantive effect in limiting or otherwise construing

any provision herein.

Section 9.Inconsistent Provisions. In the event that any provision (or part thereof) of

these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation,

the DGCL, any other applicable law, or the Director Nomination Agreement, the provision (or

part thereof) of these Bylaws shall be construed to be consistent with such other provision or

provisions, and to the extent such provision may not be so construed, such provision shall be

deemed amended to incorporate such other provision so as to eliminate any such inconsistency

and as so amended shall be given full force and effect.

ARTICLE VII

INDEMNIFICATION

Section 1.Right to Indemnification and Advancement. Each person who was or is

made a party or is threatened to be made a party to or is otherwise involved (including

involvement, without limitation, as a witness) in any actual or threatened action, suit, or

proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason

of the fact that he or she is or was a director or officer of the Corporation or, while a director or

officer of the Corporation, is or was serving at the request of the Corporation as a director,

manager, officer, employee, or agent of another corporation or of a partnership, joint venture,

trust, or other enterprise, including service with respect to an employee benefit plan (an

“indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a

director or officer or in any other capacity while serving as a director or officer, shall be

indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL,

as the same exists or may hereafter be amended, against all expense, liability, and loss (including

attorneys’ fees and related disbursements, judgments, fines, excise taxes, or penalties under the

Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”)

and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or

suffered by such indemnitee in connection therewith, and such indemnification shall continue as

to an indemnitee who has ceased to be a director, officer, employee, or agent and shall inure to

the benefit of the indemnitee’s heirs, executors, and administrators; provided, however, that,

except as provided in Section 2 of this ARTICLE VII with respect to proceedings to enforce

rights to indemnification and advance of expenses (as defined herein), the Corporation shall

indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by

such indemnitee only if such proceeding (or part thereof) was authorized in the specific case by

the Board of the Corporation. In addition to the right to indemnification conferred herein, an

indemnitee shall also have the right, to the fullest extent not prohibited by law, to be paid by the

Corporation the expenses incurred in defending any such proceeding in advance of its final

disposition (an “advance of expenses”); provided, however, that if and to the extent that the

DGCL requires, an advance of expenses shall be made only upon delivery to the Corporation of

an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so

advanced if it shall ultimately be determined by final judicial decision from which there is no

further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be

indemnified for such expenses under Section 1 of this ARTICLE VII or otherwise. The

Corporation may also, by action of its Board, provide indemnification and advancement to

employees and agents of the Corporation. Any reference to an officer of the Corporation in this

ARTICLE VII shall be deemed to refer exclusively to the Chair, CEO, President, CFO,

Secretary, and Treasurer appointed pursuant to ARTICLE IV, and to any Vice President,

Assistant Secretary, assistant treasurer, or other officer of the Corporation appointed by the

Board or the CEO pursuant to ARTICLE IV of these Bylaws, and any reference to an officer of

any other enterprise shall be deemed to refer exclusively to an officer appointed by the Board or

equivalent governing body of such other entity pursuant to the certificate of incorporation and

bylaws or equivalent organizational documents of such other enterprise. The fact that any person

who is or was an employee of the Corporation or an employee of any other enterprise has been

given or has used the title of “Vice President” or any other title, including any title granted to

such person by the CEO pursuant to Section 11 of ARTICLE IV, that could be construed to

suggest or imply that such person is or may be an officer of the Corporation or of such other

enterprise shall not result in such person being constituted as, or being deemed to be, an officer

of the Corporation or of such other enterprise for purposes of this ARTICLE VII unless such

person’s appointment to such office was approved by the Board pursuant to ARTICLE IV.

Section 2.Procedure for Indemnification. Any claim for indemnification or advance

of expenses by an indemnitee under Section 2 of this ARTICLE VII shall be made promptly, and

in any event within 45 days (or, in the case of an advance of expenses, 20 days, provided that the

director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII

if required), upon the written request of the indemnitee. If the Corporation denies a written

request for indemnification or advance of expenses, in whole or in part, or if payment in full

pursuant to such request is not made within 45 days (or, in the case of an advance of expenses,

20 days, provided that the indemnitee has delivered the undertaking contemplated by Section 1

of this ARTICLE VII if required), the right to indemnification or advances as granted by this

ARTICLE VII shall be enforceable by the indemnitee in any court of competent jurisdiction.

Such person’s costs and expenses incurred in connection with successfully establishing his or her

right to indemnification, in whole or in part, in any such action shall also be indemnified by the

Corporation to the fullest extent permitted by applicable law. It shall be a defense to any such

action (other than an action brought to enforce a claim for the advance of expenses where the

undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the

Corporation) that the claimant has not met the applicable standard of conduct which makes it

permissible under the DGCL for the Corporation to indemnify the claimant for the amount

claimed, but the burden of proof shall be on the Corporation to the fullest extent permitted by

law. Neither the failure of the Corporation (including the Board, a committee thereof,

independent legal counsel, or its stockholders) to have made a determination prior to the

commencement of such action that indemnification of the claimant is proper in the circumstances

because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual

determination by the Corporation (including the Board, independent legal counsel, or its

stockholders) that the claimant has not met such applicable standard of conduct, shall be a

defense to the action or create a presumption that the claimant has not met the applicable

standard of conduct.

Section 3.Insurance. The Corporation may purchase and maintain insurance on its

own behalf and on behalf of any person who is or was or has agreed to become a director,

officer, employee, or agent of the Corporation or is or was serving at the request of the

Corporation as a director, officer, partner, member, trustee, administrator, employee, or agent of

another corporation, partnership, joint venture, limited liability company, trust, or other

enterprise against any expense, liability, or loss asserted against him or her and incurred by him

or her in any such capacity, or arising out of his or her status as such, whether or not the

Corporation would have the power to indemnify such person against such expenses, liability, or

loss under the DGCL.

Section 4.Service for Subsidiaries. Any person serving as a director, officer, partner,

member, trustee, administrator, employee, or agent of another corporation, partnership, limited

liability company, joint venture, trust, or other enterprise, at least 50% of whose equity interests

are owned by the Corporation (a “subsidiary” for purposes of this ARTICLE VII) shall be

conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 5.Reliance. Persons who after the date of the adoption of this provision

become or remain directors or officers of the Corporation or who, while a director or officer of

the Corporation, become or remain a director, manager, officer, employee, or agent of a

subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of

expenses, and other rights contained in this ARTICLE VII in entering into or continuing such

service. To the fullest extent permitted by law, the rights to indemnification and to the advance

of expenses conferred in this ARTICLE VII shall apply to claims made against an indemnitee

arising out of acts or omissions which occurred or occur both prior and subsequent to the

adoption hereof. Any amendment, alteration, or repeal of this ARTICLE VII that adversely

affects any right of an indemnitee or its successors shall be prospective only and shall not limit,

eliminate, or impair any such right with respect to any proceeding involving any occurrence or

alleged occurrence of any action or omission to act that took place prior to such amendment or

repeal.

Section 6.Non-Exclusivity of Rights; Continuation of Rights of Indemnification.

The rights to indemnification and to the advance of expenses conferred in this ARTICLE VII

shall not be exclusive of any other right which any person may have or hereafter acquire under

the Certificate of Incorporation or under any statute, bylaw, agreement, vote of stockholders or

disinterested directors, or otherwise. All rights to indemnification under this ARTICLE VII shall

be deemed to be a contract between the Corporation and each director or officer of the

Corporation who serves or served in such capacity at any time while this ARTICLE VII is in

effect. Any repeal or modification of this ARTICLE VII or repeal or modification of relevant

provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to

indemnification and advancement of expenses of such director or officer or the obligations of the

Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any

actions, transactions, or facts occurring prior to the final adoption of such repeal or modification.

Section 7.Merger or Consolidation. For purposes of this ARTICLE VII, references

to the “Corporation” shall include, in addition to the resulting corporation, any constituent

corporation (including any constituent of a constituent) absorbed in a consolidation or merger

which, if its separate existence had continued, would have had power and authority to indemnify

its directors, officers, employees, or agents, so that any person who is or was a director, officer,

employee, or agent of such constituent corporation, or is or was serving at the request of such

constituent corporation as a director, officer, employee, or agent of another corporation,

partnership, joint venture, trust, or other enterprise, shall stand in the same position under this

ARTICLE VII with respect to the resulting or surviving corporation as he or she would have

with respect to such constituent corporation if its separate existence had continued.

Section 8.Savings Clause. To the fullest extent permitted by law, if this ARTICLE

VII or any portion hereof shall be invalidated on any ground by any court of competent

jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each

person entitled to indemnification under Section 1 of this ARTICLE VII as to all expense,

liability, and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA

excise taxes and penalties, and any other penalties and amounts paid or to be paid in settlement)

actually and reasonably incurred or suffered by such person and for which indemnification and

advancement of expenses is available to such person pursuant to this ARTICLE VII to the fullest

extent permitted by any applicable portion of this ARTICLE VII that shall not have been

invalidated.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended, altered, changed, or repealed or new Bylaws adopted

only in accordance with Section 1 of ARTICLE TEN of the Certificate of Incorporation.

* * * * *

Exhibit 4.1

ACCELEVATION HOLDINGS CORP.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of

September 29, 2026 among Accelevation Holdings Corp., a Delaware corporation (the “Company”), each

of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively,

the “Sponsor Investors”), each Person who executes a Joinder as an “Other Investor” (collectively, the

“Other Investors”) and each of the executives who executes a Joinder as an “Executive” (collectively, the

“Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are

defined in Exhibit A attached hereto.

In consideration of the mutual covenants contained herein and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this

Agreement hereby agree as follows:

Section 1Demand Registrations.

(a)Requests for Registration. At any time and from time to time, the Sponsor

Investors may request registration under the Securities Act of all or any portion of their Registrable

Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on

Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any

such requested registration, a “Demand Registration”). The Sponsor Investors may request that any

Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and

(if the Company is a WKSI at the time any such request is submitted to the Company or will become one

by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf

registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration

Statement”). Each request for a Demand Registration must specify the approximate number or dollar

value of Registrable Securities requested to be registered by the requesting Holders and (if known) the

intended method of distribution. The Sponsor Investors will be entitled to request an unlimited number of

Demand Registrations. The Company will pay all Expenses (as defined and described in Section 5),

whether or not any such registration is consummated.

(b)Notice to Other Holders. Within four (4) Business Days after receipt of any such

request, the Company will give written notice of the Demand Registration to all other Holders and,

subject to the terms of Section 1(e), will include in such Demand Registration (and in all related

registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable

Securities with respect to which the Company has received written requests for inclusion therein within

ten (10) days after the receipt of the Company’s notice; provided that, with the written consent of the

Sponsor Investors, the Company may, or at the written request of the Sponsor Investors, the Company

shall, instead provide notice of the Demand Registration to all other Holders within three (3) Business

Days following the non-confidential filing of the registration statement with respect to the Demand

Registration so long as such registration statement is not an Automatic Shelf Registration Statement.

(c)Form of Registrations. All Long-Form Registrations will be underwritten

registrations unless otherwise approved by the Sponsor Investors. Demand Registrations will be Short-

Form Registrations whenever the Company is permitted to use any applicable short form unless otherwise

requested by the Sponsor Investors.

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(d)Shelf Registrations.

(i)For so long as a registration statement for a Shelf Registration (a “Shelf

Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any

time or from time to time to elect to sell pursuant to an offering (including an underwritten

offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf

Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to

an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice

(a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the

Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As

promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf

Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other

Holders of Shelf Registrable Securities that have been identified as selling stockholders in such

Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which

such notice shall request that each such Holder specify, within seven (7) days after the

Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable

Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to

Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities

with respect to which the Company has received timely written requests for inclusion. The

Company will, as expeditiously as possible (and in any event within fourteen (14) days after the

receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate

such Shelf Offering.

(ii)If the Sponsor Investors desire to engage in an underwritten block trade

or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic

Shelf Registration Statement or through a take-down from an already existing Shelf Registration

Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set

forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block

Trade not less than two (2) Business Days prior to the day such offering is first anticipated to

commence. If requested by the Sponsor Investors, the Company will promptly notify other

Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential

Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one

(1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed

to by the Sponsor Investors), and the Company will as expeditiously as possible use its best

efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business

Days after the date it commences); provided further that, notwithstanding the provisions of

Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be

permitted to participate in an Underwritten Block Trade without the written consent of the

Sponsor Investors. Any Potential Participant’s request to participate in an Underwritten Block

Trade shall be binding on the Potential Participant.

(iii)All determinations as to whether to complete any Shelf Offering and as

to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section

1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to

cause any Shelf Offering to occur in accordance with such determinations as promptly as

practicable.

(iv)The Company will, at the request of the Sponsor Investors, file any

prospectus supplement or any post-effective amendments and otherwise take any action necessary

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to include therein all disclosure and language deemed necessary or advisable by the Sponsor

Investors to effect such Shelf Offering.

(e)Priority on Demand Registrations and Shelf Offerings. The Company will not

include in any Demand Registration any securities that are not Registrable Securities without the prior

written consent of the Sponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten

offering and the managing underwriters advise the Company in writing that in their opinion the number of

Registrable Securities and (if permitted hereunder) other securities requested to be included in such

offering exceeds the number of Registrable Securities and other securities (if any), which can be sold

therein without adversely affecting the marketability, proposed offering price, timing or method of

distribution of the offering, then the Company will include in such offering (prior to the inclusion of any

securities which are not Registrable Securities) the number of Registrable Securities requested to be

included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse

effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each

such Holder.

(f)Restrictions on Demand Registration and Shelf Offerings.

(i)The Company may postpone, for up to 60 days (or with the consent of

the Sponsor Investors, a longer period) from the date of the request (the “Suspension Period”), the

filing or the effectiveness of a registration statement for a Demand Registration or suspend the

use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of

the Shelf Registrable Securities) by providing written notice to the Holders if the following

conditions are met: (A) the Company determines that the offer or sale of Registrable Securities

would reasonably be expected to have a material adverse effect on any proposal or plan by the

Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in

the ordinary course of business) or any material merger, consolidation, tender offer,

recapitalization, reorganization, financing or other transaction involving the Company and (B)

upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement

would require disclosure of material non-public information not otherwise required to be

disclosed under applicable law, and either (x) the Company has a bona fide business purpose for

preserving the confidentiality of such transaction or (y) such transaction renders the Company

unable to comply with SEC requirements, in each case under circumstances that would make it

impractical or inadvisable to cause the registration statement (or such filings) to become effective

or to promptly amend or supplement the registration statement on a post effective basis, as

applicable. The Company may delay or suspend the effectiveness of a Demand Registration or

Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve (12)-month

period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section

4(a)(vi)) unless additional delays or suspensions are approved by the Sponsor Investors.

(ii)In the case of an event that causes the Company to suspend the use of a

Shelf Registration Statement as set forth in Section 1(f)(i) above or pursuant to Section 4(a)(vi) (a

“Suspension Event”), the Company will give a notice to the Holders whose Registrable Securities

are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend

sales of the Registrable Securities and such notice must state generally the basis for the notice and

that such suspension will continue only for so long as the Suspension Event or its effect is

continuing. Each Holder agrees not to effect any sales of its Registrable Securities pursuant to

such Shelf Registration Statement (or such filings) at any time after it has received a Suspension

Notice from the Company and prior to receipt of an End of Suspension Notice. A Holder may

recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration

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Statement (or such filings) following further written notice to such effect (an “End of Suspension

Notice”) from the Company, which End of Suspension Notice will be given by the Company to

the Holders promptly following the conclusion of any Suspension Event (and in any event during

the permitted Suspension Period).

(g)Selection of Counsel and Underwriters. The Sponsor Investors shall select each

of the legal counsel to the Company, the investment banker(s) and manager(s) to administer any

underwritten offering in connection with any Demand Registration or Shelf Offering.

(h)Other Registration Rights. Except as provided in this Agreement, the Company

will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity

securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or

exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that,

with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the

Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as

an “Executive” and Holder of “Executive Registrable Securities” hereunder.

(i)Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the

effective date of the registration statement relating to a Demand Registration or the “pricing” of any

offering relating to a Shelf Offering Notice, the Sponsor Investors who initiated such Demand

Registration or Shelf Offering may revoke or withdraw such notice of a Demand Registration or Shelf

Offering Notice on behalf of all Holders participating in such Demand Registration or Shelf Offering

without liability to such Holders (including, for the avoidance of doubt, the other Participating Sponsor

Investors), in each case by providing written notice to the Company.

(j)Confidentiality. Each Holder agrees to treat as confidential the receipt of any

notice hereunder (including notice of a Demand Registration, a Shelf Offering Notice and a Suspension

Notice) and the information contained therein, and not to disclose or use the information contained in any

such notice (or the existence thereof) without the prior written consent of the Company until such time as

the information contained therein is or becomes available to the public generally (other than as a result of

disclosure by such Holder in breach of the terms of this Agreement).

Section 2Piggyback Registrations.

(a)Right to Piggyback. Whenever the Company proposes to register any of its

equity securities under the Securities Act (including primary and secondary registrations, and other than

pursuant to an Excluded Registration) (a “Piggyback Registration”), the Company will give prompt

written notice (and in any event within three (3) Business Days after the public filing of the registration

statement relating to the Piggyback Registration) to all Holders of its intention to effect such Piggyback

Registration and, subject to the terms of Section 2(b) and Section 2(c), will include in such Piggyback

Registration (and in all related registrations or qualifications under blue sky laws and in any related

underwriting) all Registrable Securities with respect to which the Company has received written requests

for inclusion therein within ten (10) days after delivery of the Company’s notice; provided that the

Company shall not be required to provide such notice or include any Registrable Securities in such

registration if the Sponsor Investors elect not to include any Sponsor Investor Registrable Securities in

such registration, unless the Sponsor Investors otherwise consent in writing. Any Participating Sponsor

Investor may withdraw its request for inclusion at any time prior to executing the underwriting agreement,

or if none, prior to the applicable registration statement becoming effective.

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(b)Priority on Primary Registrations. Other than the securities the Company

proposes to register on its own behalf, the Company will not include in any Piggyback Registration any

securities that are not Registrable Securities without the prior written consent of the Sponsor Investors. If

a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the

managing underwriters advise the Company in writing that in their opinion the number of securities

requested to be included in such registration exceeds the number which can be sold in such offering

without adversely affecting the marketability, proposed offering price, timing or method of distribution of

the offering, the Company will include in such registration (i) first, the securities the Company proposes

to sell, (ii) second, the Registrable Securities requested to be included in such registration by any Holder

which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among

such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii)

third, other securities requested to be included in such registration which, in the opinion of the

underwriters, can be sold without any such adverse effect.

(c)Priority on Secondary Registrations. Other than the securities the Company

proposes to register on its own behalf, the Company will not include in any Piggyback Registration any

securities that are not Registrable Securities without the prior written consent of the Sponsor Investors. If

a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s

equity securities (other than pursuant to Section 1 hereof), and the managing underwriters advise the

Company in writing that in their opinion the number of securities requested to be included in such

registration exceeds the number which can be sold in such offering without adversely affecting the

marketability, proposed offering price, timing or method of distribution of the offering, the Company will

include in such registration (i) first, the securities requested to be included therein by the Holders initially

requesting such registration which, in the opinion of the underwriters, can be sold without any such

adverse effect, (ii) second, the Registrable Securities requested to be included in such registration by any

other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro

rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder

and (iii) third, other securities requested to be included in such registration which, in the opinion of the

underwriters, can be sold without any such adverse effect.

(d)Right to Terminate Registration. The Company will have the right to terminate or

withdraw any registration initiated by it under this Section 2, whether or not any holder of Registrable

Securities has elected to include securities in such registration.

(e)Selection of Counsel and Underwriters. If any Piggyback Registration is an

underwritten offering, the Sponsor Investors shall select each of the legal counsel for the Company, the

investment bank(s) and manager(s) for the offering.

Section 3Stockholder Lock-Up Agreements and Company Holdback Agreement.

(a)Stockholder Lock-up Agreements. In connection with any underwritten Public

Offering, each Holder will enter into any lock-up, holdback or similar agreements requested by the

underwriter(s) managing such offering, in each case with such modifications and exceptions as may be

approved by the Sponsor Investors. Without limiting the generality of the foregoing, each Holder hereby

agrees that in connection with the initial Public Offering and in connection with any Demand

Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i)

offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly

or indirectly, any equity securities of the Company (including equity securities of the Company that may

be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the

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SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or

exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have

the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that

transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other

Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in

cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the

intention to enter into any Sale Transaction, commencing on the earlier of (A) the date on which the

Company gives notice to the Holders that a preliminary prospectus for such underwritten Public Offering

has been circulated to potential investors or (B) the “pricing” of such offering, and continuing to the date

that is (x) 180 days following the date of the final prospectus for such underwritten Public Offering in the

case of the initial Public Offering or (y) 90 days following the date of the final prospectus in the case of

any other such underwritten Public Offering (each such period, or such shorter period as agreed to by the

managing underwriters, a “Holdback Period”), in each case with such modifications and exceptions as

may be approved by the Sponsor Investors. The Company may impose stop-transfer instructions with

respect to any Securities or Other Securities subject to the restrictions set forth in this Section 3(a) until

the end of such Holdback Period.

(b)Company Holdback Agreement. The Company (i) will not file any registration

statement for a Public Offering or cause any such registration statement to become effective, or effect any

public sale or distribution of its Securities or Other Securities during any Holdback Period (other than as

part of such underwritten Public Offering, or a registration on Form S-4 or Form S-8 or any successor or

similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or

exercise of any then outstanding Other Securities) and (ii) will cause each holder of Securities and Other

Securities (including each of its directors and executive officers) to agree not to effect any Sale

Transaction during any Holdback Period, except as part of such underwritten registration (if otherwise

permitted), unless approved in writing by the Sponsor Investors and the underwriters managing the Public

Offering and to enter into any lock-up, holdback or similar agreements requested by the underwriter(s)

managing such offering, in each case with such modifications and exceptions as may be approved by the

Sponsor Investors.

Section 4Registration Procedures.

(a)Company Obligations. Whenever the Holders have requested that any

Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, the

Company will use its best efforts to effect the registration and the sale of such Registrable Securities in

accordance with the intended method of disposition thereof, and pursuant thereto the Company will as

expeditiously as possible:

(i)prepare and file with (or submit confidentially to) the SEC a registration

statement, and all amendments and supplements thereto and related prospectuses, with respect to

such Registrable Securities and use its best efforts to cause such registration statement to become

effective, all in accordance with the Securities Act and all applicable rules and regulations

promulgated thereunder; provided, that before filing or confidentially submitting a registration

statement or prospectus or any amendments or supplements thereto, the Company will furnish to

the counsel selected by the Sponsor Investors covered by such registration statement copies of all

such documents proposed to be filed or submitted, which documents will be subject to the review

and comment of such counsel;

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(ii)notify each Holder of (A) the issuance by the SEC of any stop order

suspending the effectiveness of any registration statement or the initiation of any proceedings for

that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the

suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the

initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each

registration statement filed hereunder;

(iii)prepare and file with the SEC such amendments and supplements to such

registration statement and the prospectus used in connection therewith as may be necessary to

keep such registration statement effective for a period ending when all of the securities covered

by such registration statement have been disposed of in accordance with the intended methods of

distribution by the sellers thereof set forth in such registration statement (but not in any event

before the expiration of any longer period required under the Securities Act or, if such registration

statement relates to an underwritten Public Offering, such longer period as in the opinion of

counsel for the underwriters a prospectus is required by law to be delivered in connection with

sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the

Securities Act with respect to the disposition of all securities covered by such registration

statement during such period in accordance with the intended methods of disposition by the

sellers thereof set forth in such registration statement;

(iv)furnish, without charge, to each seller of Registrable Securities

thereunder and each underwriter, if any, such number of copies of such registration statement,

each amendment and supplement thereto, the prospectus included in such registration statement

(including each preliminary prospectus) (in each case including all exhibits and documents

incorporated by reference therein), each amendment and supplement thereto, each Free Writing

Prospectus and such other documents as such seller or underwriter, if any, may reasonably

request in order to facilitate the disposition of the Registrable Securities owned by such seller (the

Company hereby consenting to the use in accordance with all applicable laws of each such

registration statement, each such amendment and supplement thereto, and each such prospectus

(or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller

of Registrable Securities and the underwriters, if any, in connection with the offering and sale of

the Registrable Securities covered by such registration statement or prospectus);

(v)use its best efforts to register or qualify such Registrable Securities under

such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and

do any and all other acts and things which may be reasonably necessary or advisable to enable

such seller to consummate the disposition in such jurisdictions of the Registrable Securities

owned by such seller; provided, that the Company will not be required to (A) qualify generally to

do business in any jurisdiction where it would not otherwise be required to qualify but for this

subparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject

itself to taxation in any such jurisdiction;

(vi)notify in writing each seller of such Registrable Securities (A) promptly

after it receives notice thereof, of the date and time when such registration statement and each

post-effective amendment thereto has become effective or a prospectus or supplement to any

prospectus relating to a registration statement has been filed and when any registration or

qualification has become effective under a state securities or blue sky law or any exemption

thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for

the amendment or supplementing of such registration statement or prospectus or for additional

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information, (C) at any time when a prospectus relating thereto is required to be delivered under

the Securities Act, of the happening of any event or of any information or circumstances as a

result of which the prospectus included in such registration statement contains an untrue

statement of a material fact or omits any fact necessary to make the statements therein not

misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested

by the Sponsor Investors, the Company will use its best efforts to promptly prepare and file a

supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of

such Registrable Securities, such prospectus will not contain an untrue statement of a material

fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at

any time the representations and warranties of the Company in any underwriting agreement,

securities sale agreement, or other similar agreement, relating to the offering shall cease to be true

and correct;

(vii)(A) use best efforts to cause all such Registrable Securities to be listed on

each securities exchange on which similar securities issued by the Company are then listed and, if

not so listed, to be listed on a securities exchange and, without limiting the generality of the

foregoing, to arrange for at least two market makers to register as such with respect to such

Registrable Securities with FINRA, and (B) comply (and continue to comply) with the

requirements of any self-regulatory organization applicable to the Company, including without

limitation all corporate governance requirements;

(viii)use best efforts to provide a transfer agent and registrar for all such

Registrable Securities not later than the effective date of such registration statement;

(ix)enter into and perform such customary agreements (including, as

applicable, underwriting agreements in customary form) and take all such other actions as the

Sponsor Investors or the underwriters, if any, reasonably request in order to expedite or facilitate

the disposition of such Registrable Securities (including, without limitation, making available the

executive officers of the Company and participating in “road shows,” investor presentations,

marketing events and other selling efforts and effecting a stock or unit split or combination,

recapitalization or reorganization);

(x)make available for inspection by any seller of Registrable Securities, any

underwriter participating in any disposition or sale pursuant to such registration statement and

any attorney, accountant or other agent retained by any such seller or underwriter, all financial

and other records, pertinent corporate and business documents and properties of the Company as

will be necessary to enable them to exercise their due diligence responsibility, and cause the

Company’s officers, directors, employees, agents, representatives and independent accountants to

be available for due diligence discussions and supply all information reasonably requested by any

such seller, underwriter, attorney, accountant or agent in connection with such registration

statement and the disposition of such Registrable Securities pursuant thereto;

(xi)take all actions to ensure that any Free Writing Prospectus utilized in

connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder

complies in all material respects with the Securities Act, is filed in accordance with the Securities

Act to the extent required thereby, is retained in accordance with the Securities Act to the extent

required thereby and, when taken together with the related prospectus, prospectus supplement and

related documents, will not contain any untrue statement of a material fact or omit to state a

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material fact necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading;

(xii)otherwise use its best efforts to comply with all applicable rules and

regulations of the SEC, and make available to its security holders, as soon as reasonably

practicable, an earnings statement covering the period of at least twelve (12) months beginning

with the first day of the Company’s first full calendar quarter after the effective date of the

registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the

Securities Act and Rule 158 thereunder;

(xiii)permit any Holder which, in its sole and exclusive judgment, might be

deemed to be an underwriter or a controlling person of the Company, to participate in the

preparation of such registration or comparable statement and to allow such Holder to provide

language for insertion therein, in form and substance satisfactory to the Company, which in the

reasonable judgment of such Holder and its counsel should be included;

(xiv)use best efforts to (A) make Short-Form Registrations available for the

sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the

effectiveness of a registration statement, or the issuance of any order suspending or preventing

the use of any related prospectus or suspending the qualification of any Common Equity included

in such registration statement for sale in any jurisdiction, and in the event any such order is

issued, use best efforts to obtain promptly the withdrawal of such order;

(xv)use its reasonable best efforts to cause such Registrable Securities

covered by such registration statement to be registered with or approved by such other

governmental agencies or authorities as may be necessary to enable the sellers thereof to

consummate the disposition of such Registrable Securities;

(xvi)cooperate with the Holders covered by the registration statement and the

managing underwriter or agent, if any, to facilitate the timely preparation and delivery of

certificates (not bearing any restrictive legends) representing securities to be sold under the

registration statement, or the removal of any restrictive legends associated with any account at

which such securities are held, and enable such securities to be in such denominations and

registered in such names as the managing underwriter, or agent, if any, or such Holders may

request;

(xvii)if requested by any managing underwriter, include in any prospectus or

prospectus supplement updated financial or business information for the Company’s most recent

period or current quarterly period (including estimated results or ranges of results) if required for

purposes of marketing the offering in the view of the managing underwriter;

(xviii)take no direct or indirect action prohibited by Regulation M under the

Exchange Act; provided, however, that to the extent that any prohibition is applicable to the

Company, the Company will take such action as is necessary to make any such prohibition

inapplicable;

(xix)(A) cooperate with each Holder covered by the registration statement and

each underwriter or agent participating in the disposition of such Registrable Securities and their

respective counsel in connection with the preparation and filing of applications, notices,

registrations and responses to requests for additional information with FINRA, the New York

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Stock Exchange, Nasdaq or any other national securities exchange on which the shares of

Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations

of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;

(xx)in the case of any underwritten offering, use its best efforts to obtain, and

deliver to the underwriter(s), in the manner and to the extent provided for in the applicable

underwriting agreement, one or more cold comfort letters from the Company’s independent

public accountants in customary form and covering such matters of the type customarily covered

by cold comfort letters;

(xxi)use its best efforts to provide (A) a legal opinion of the Company’s

outside counsel, dated the effective date of such registration statement addressed to the Company,

(B) on the date that such Registrable Securities are delivered to the underwriters for sale in

connection with a Demand Registration or Shelf Offering, if such securities are being sold

through underwriters, or, if such securities are not being sold through underwriters, on the closing

date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel,

dated such date, in form and substance as customarily given to underwriters in an underwritten

public offering or, in the case of a non-underwritten offering, to the broker, placement agent or

other agent of the Holders assisting in the sale of the Registrable Securities, (2) one or more

“negative assurances letters” of the Company’s outside counsel, dated such date, in form and

substance as is customarily given to underwriters in an underwritten public offering or, in the case

of a non-underwritten offering, to the broker, placement agent or other agent of the Holders

assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if

any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or

other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary

certificates executed by authorized officers of the Company as may be requested by any Holder

or any underwriter of such Registrable Securities;

(xxii)if the Company files an Automatic Shelf Registration Statement covering

any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible

issuer (as defined in Rule 405 under the Securities Act)) during the period during which such

Automatic Shelf Registration Statement is required to remain effective;

(xxiii)if the Company does not pay the filing fee covering the Registrable

Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such

time or times as the Registrable Securities are to be sold;

(xxiv)if the Automatic Shelf Registration Statement has been outstanding for at

least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration

Statement covering the Registrable Securities, and, if at any time when the Company is required

to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts

to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form

S-1 and keep such registration statement effective during the period during which such

registration statement is required to be kept effective; and

(xxv)if requested by any Participating Sponsor Investor, cooperate with such

Participating Sponsor Investor and with the managing underwriter or agent, if any, on reasonable

notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such

amendments and supplements to such registration statement and the prospectus used in

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connection therewith as may be necessary to permit any such recipient Charitable Organization to

sell in the underwritten offering if it so elects.

(b)Officer Obligations. Each Holder that is an officer of the Company agrees that if

and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she will

participate fully in the sale process in a manner customary for persons in like positions and consistent

with his or her other duties with the Company, including the preparation of the registration statement and

the preparation and presentation of any road shows.

(c)Automatic Shelf Registration Statements. If the Company files any Automatic

Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders,

and the Sponsor Investors do not request that their Registrable Securities be included in such Shelf

Registration Statement, the Company agrees that, at the request of the Sponsor Investors, it will include in

such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order

to ensure that the Sponsor Investors may be added to such Shelf Registration Statement at a later time

through the filing of a prospectus supplement rather than a post-effective amendment. If the Company

has filed any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities

other than the Holders, the Company shall, at the request of the Sponsor Investors, file any post-effective

amendments necessary to include therein all disclosure and language necessary to ensure that the holders

of Registrable Securities may be added to such Shelf Registration Statement.

(d)Additional Information. The Company may require each seller of Registrable

Securities as to which any registration is being effected to furnish the Company such information

regarding such seller and the distribution of such securities as the Company may from time to time

reasonably request in writing, as a condition to such seller’s participation in such registration.

(e)In-Kind Distributions. If any Sponsor Investor (and/or any of their Affiliates)

seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective

direct or indirect equityholders, the Company will, subject to any applicable lock-ups, reasonably

cooperate with and assist such stockholder, such equityholders and the Company’s transfer agent to

facilitate such in-kind distribution in the manner reasonably requested by such stockholder (including the

delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery

of customary legal opinions by counsel to the Company and the delivery of Company Equity without

restrictive legends, to the extent no longer applicable).

(f)Suspended Distributions. Each Person participating in a registration hereunder

agrees that, upon receipt of any notice from the Company of the happening of any event of the kind

described in Section 4(a)(vi), such Person will immediately discontinue the disposition of its Registrable

Securities pursuant to the registration statement until such Person’s receipt of the copies of a

supplemented or amended prospectus as contemplated by Section 4(a)(vi), subject to the Company’s

compliance with its obligations under Section 4(a)(vi).

(g)Registrable Securities Transactions. If requested by any Holder in connection

with any transaction involving any Registrable Securities (including any sale or other transfer of such

securities without registration under the Securities Act, any margin loan with respect to such securities

and any pledge of such securities), the Company agrees to provide such Holder with customary and

reasonable assistance to facilitate such transaction, including, without limitation, (i) such action as such

Holder may reasonably request from time to time to enable such Holder to sell Registrable Securities

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without registration under the Securities Act and (ii) entering into an “issuer’s agreement” in connection

with any margin loan with respect to such securities in customary form.

(h)Indemnity in Lieu of Medallion Guarantee. The Company shall, at the request of

any Sponsor Investor, enter into an indemnification agreement in customary form, in favor of the

Company’s transfer agent (or any successor transfer agent) in lieu of any requirement of any Sponsor

Investor or any of their respective Affiliates to provide a medallion guarantee in connection with any sale,

transfer or other disposition of any Registrable Securities by such Sponsor Investor or Affiliates.

(i)Other. To the extent that any of the Participating Sponsor Investors is or may be

deemed to be an “underwriter” of Registrable Securities pursuant to any SEC comments or policies, the

Company agrees that (i) the indemnification and contribution provisions contained in Section 6 shall be

applicable to the benefit of such Participating Sponsor Investor in their role as an underwriter or deemed

underwriter in addition to their capacity as a Holder and (ii) such Participating Sponsor Investor shall be

entitled to conduct the due diligence which they would normally conduct in connection with an offering

of securities registered under the Securities Act, including without limitation receipt of customary

opinions and comfort letters addressed to such Participating Sponsor Investor.

Section 5Expenses.

Except as expressly provided herein, all out-of-pocket expenses incurred by the Company

or any Sponsor Investor in connection with the performance of or compliance with this Agreement and/or

in connection with any sale, transfers, distributions or other disposition of Registrable Securities by any

Sponsor Investor, including pursuant to a Demand Registration, Piggyback Registration or Shelf Offering,

whether or not the same shall become effective, shall be paid by the Company, including, without

limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings

required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance

with any securities or “blue sky” laws, (iii) all expenses associated with filings required to be made with

the SEC by any Sponsor Investors reporting a change in beneficial ownership, (iv) all printing,

duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses

of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository

Trust Company or other depositary and of printing prospectuses and Company Free Writing

Prospectuses), (v) all fees and disbursements of counsel for the Company and of all independent certified

public accountants of the Company (including the expenses of any special audit and cold comfort letters

required by or incident to such performance), (vi) Securities Act liability insurance or similar insurance if

the Company so desires or the underwriters so require in accordance with then-customary underwriting

practice, (vii) all fees and expenses incurred in connection with the listing of the Registrable Securities on

any securities exchange on which similar securities of the Company are then listed (or on which exchange

the Registrable Securities are proposed to be listed in the case of the initial Public Offering), (viii) all

applicable rating agency fees with respect to the Registrable Securities, (ix) all fees and disbursements of

legal counsel for the Company, (x) all reasonable fees and disbursements of one legal counsel for selling

Holders selected by the Sponsor Investors (which may be the same counsel as selected for the Company)

together with any necessary local counsel as may be required by the Sponsor Investors, (xi) any fees and

disbursements of underwriters customarily paid by issuers or sellers of securities, (xii) all fees and

expenses of any special experts or other Persons retained by the Company or the Sponsor Investors in

connection with any Registration, (xiii) all of the Company’s internal expenses (including all salaries and

expenses of its officers and employees performing legal or accounting duties) and (xiv) all expenses

related to the “road-show” for any underwritten offering, including all travel, meals and lodging. All such

expenses are referred to herein as “Expenses.” The Company shall not be required to pay, and each

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Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration

hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable

Securities sold for such Person’s account and all transfer taxes (if any) attributable to the sale of

Registrable Securities.

Section 6Indemnification and Contribution.

(a)By the Company. The Company will indemnify and hold harmless, to the fullest

extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors

employees, agents, fiduciaries, stockholders, managers, partners, members, Affiliates, direct and indirect

equityholders, consultants and representatives, and any successors and assigns thereof, and each Person

who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against

all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or

proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses)

(collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the

following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material

fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing

Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or

communication (in this Section 6, collectively called an “application”) executed by or on behalf of the

Company or based upon written information furnished by or on behalf of the Company filed in any

jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or

securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein not misleading or (iii) any Violation or alleged

Violation by the Company of the Securities Act or any other similar federal or state securities laws or any

rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction

required of the Company in connection with any such registration, qualification or compliance. In

addition, the Company will reimburse such Indemnified Party for any legal or any other expenses

reasonably incurred by them in connection with investigating or defending any such Losses.

Notwithstanding the foregoing, the Company will not be liable in any such case to the extent that any

such Losses result from, arise out of, are based upon, or relate to an untrue statement, or omission, made

in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or

any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with,

written information prepared and furnished in writing to the Company by such Indemnified Party

expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration

statement or prospectus or any amendments or supplements thereto after the Company has furnished such

Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten

offering, the Company will indemnify such underwriters, their officers and directors, and each Person

who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided

above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the

underwriting agreement executed in connection with such underwritten offering. Such indemnity and

reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or

on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

(b)By Holders. In connection with any registration statement in which a Holder is

participating, each such Holder will furnish to the Company in writing such information and affidavits as

the Company reasonably requests for use in connection with any such registration statement or prospectus

and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents

and representatives, and each Person who controls the Company (within the meaning of the Securities

Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree

-14-

of a court of competent jurisdiction) any untrue statement of material fact contained in the registration

statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any

omission of a material fact required to be stated therein or necessary to make the statements therein not

misleading, but only to the extent that such untrue statement or omission is contained in any information

or affidavit so furnished in writing by such Holder expressly for use therein; provided that the obligation

to indemnify will be individual, not joint and several, for each Holder and will be limited to the net

amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such

registration statement.

(c)Claim Procedure. Any Person entitled to indemnification hereunder will (i) give

prompt written notice to the indemnifying party of any claim with respect to which it seeks

indemnification (provided that the failure to give prompt notice will impair any Person’s right to

indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii)

unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified

and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume

the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is

assumed, the indemnifying party will not be subject to any liability for any settlement made by the

indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or

delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim

will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by

such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified

party a conflict of interest may exist between such indemnified party and any other of such indemnified

parties with respect to such claim. In such instance, the conflicted indemnified parties will have a right to

retain one separate counsel, chosen by the majority of the conflicted indemnified parties involved in the

indemnification and approved by the Sponsor Investors, at the expense of the indemnifying party.

(d)Contribution. If the indemnification provided for in this Section 6 is held by a

court of competent jurisdiction to be unavailable to, or is insufficient to hold harmless, an indemnified

party or is otherwise unenforceable with respect to any Losses referred to herein, then such indemnifying

party will contribute to the amounts paid or payable by such indemnified party as a result of such Losses,

(i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one

hand and of the indemnified party on the other hand in connection with the statements or omissions which

resulted in such Losses as well as any other relevant equitable considerations or (ii) if the allocation

provided by clause (i) of this Section 6(d) is not permitted by applicable law, then in such proportion as is

appropriate to reflect not only such relative fault but also the relative benefit of the Company on the one

hand and of the sellers of Registrable Securities and any other sellers participating in the registration

statement on the other in connection with the statement or omissions which resulted in such Losses, as

well as any other relevant equitable considerations; provided that the maximum amount of liability in

respect of such contribution will be limited, in the case of each seller of Registrable Securities, to an

amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities

effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified

party will be determined by reference to, among other things, whether the untrue (or, as applicable

alleged) untrue statement of a material fact or the omission to state a material fact relates to information

supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such statement or omission. The

parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 6(d)

were to be determined by pro rata allocation or by any other method of allocation that does not take into

account such equitable considerations. The amount paid or payable by an indemnified party as a result of

the Losses referred to herein will be deemed to include any legal or other expenses reasonably incurred by

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such indemnified party in connection with investigating or defending against any action or claim which is

the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) will be entitled to contribution from any Person who is not guilty of such fraudulent

misrepresentation.

(e)Release. No indemnifying party will, except with the consent of the indemnified

party, consent to the entry of any judgment or enter into any settlement that does not include as an

unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from

all liability in respect to such claim or litigation.

(f)Non-exclusive Remedy; Survival. The indemnification and contribution

provided for under this Agreement will be in addition to any other rights to indemnification or

contribution that any indemnified party may have pursuant to law or contract (and the Company and its

Subsidiaries shall be considered the indemnitors of first resort in all such circumstances to which this

Section 6 applies) and will remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling Person of such indemnified party

and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Section 7Cooperation with Underwritten Offerings. No Person may participate in

any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on

the basis provided in any underwriting arrangements approved by the Person or Persons entitled

hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-

allotment or “green shoe” option requested by the underwriters; provided that no Holder will be required

to sell more than the number of Registrable Securities such Holder has requested to include in such

registration) and (ii) completes, executes and delivers all questionnaires, powers of attorney, stock

powers, custody agreements, indemnities, underwriting agreements and other documents and agreements

required under the terms of such underwriting arrangements or as may be reasonably requested by the

Company and the lead managing underwriter(s). To the extent that any such agreement is entered into

pursuant to, and consistent with, Section 3, Section 4 and/or this Section 7, the respective rights and

obligations created under such agreement will supersede the respective rights and obligations of the

Holders, the Company and the underwriters created thereby with respect to such registration.

Section 8Joinder. The Company may from time to time (with the prior written

consent of the Sponsor Investors) permit any Person who acquires Common Equity (or rights to acquire

Common Equity) to become a party to this Agreement and to be entitled to and be bound by all of the

rights and obligations as a Holder by obtaining an executed joinder to this Agreement from such Person in

the form of Exhibit B attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such

Person, the Common Equity held by such Person shall become the category of Registrable Securities (i.e.,

Sponsor Investor Registrable Securities, Other Investor Registrable Securities or Executive Registrable

Securities), and such Person shall be deemed the category of Holder (i.e., Sponsor Investor, Other

Investor or Executive), in each case as set forth on the signature page to such Joinder.

Section 9General Provisions.

(a)Amendments and Waivers. Except as otherwise provided herein, the provisions

of this Agreement may be amended, modified or waived only with the prior written consent of the

Company and the Sponsor Investors who are then Holders; provided that no such amendment,

modification or waiver that would treat a specific Holder or group of Holders of Registrable Securities

(i.e., Sponsor Investors, Other Investors or Executives) in a manner materially and adversely different

-16-

than any other Holder or group of Holders will be effective against such Holder or group of Holders

without the consent of the holders of a majority of the Registrable Securities that are held by the group of

Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce

any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and

will not affect the right of such Person thereafter to enforce each and every provision of this Agreement in

accordance with its terms. A waiver or consent to or of any breach or default by any Person in the

performance by that Person of his, her or its obligations under this Agreement will not be deemed to be a

consent or waiver to or of any other breach or default in the performance by that Person of the same or

any other obligations of that Person under this Agreement.

(b)Remedies. The parties to this Agreement will be entitled to enforce their rights

under this Agreement specifically (without posting a bond or other security), to recover damages caused

by reason of any breach of any provision of this Agreement and to exercise all other rights existing in

their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause

irreparable harm and money damages would not be an adequate remedy for any such breach and that, in

addition to any other rights and remedies existing hereunder, any party will be entitled to specific

performance and/or other injunctive relief from any court of law or equity of competent jurisdiction

(without posting any bond or other security) in order to enforce or prevent violation of the provisions of

this Agreement.

(c)Severability. Whenever possible, each provision of this Agreement will be

interpreted in such manner as to be effective and valid under applicable law, but if any provision of this

Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable

law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability will not

affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction

or in any other jurisdiction, but this Agreement will be reformed, construed and enforced in such

jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained

herein.

(d)Entire Agreement. Except as otherwise provided herein, this Agreement contains

the complete agreement and understanding among the parties hereto with respect to the subject matter

hereof and supersedes and preempts any prior understandings, agreements or representations by or among

the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(e)Successors and Assigns. Except as otherwise provided herein, this Agreement

will bind and inure to the benefit and be enforceable by the Company and its successors and permitted

assigns. Each of the Sponsor Investors may assign its rights hereunder to its Affiliates; provided, that such

purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to cause

such prospective transferee to execute and deliver to the Company a Joinder. Except as otherwise

provided herein, the rights under this Agreement are personal to the Holders and are not assignable

without the prior written consent of each of the Company and the Sponsor Investors.

(f)Notices. Any notice, demand or other communication to be given under or by

reason of the provisions of this Agreement will be in writing and will be deemed to have been given

(i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail if sent during

normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day

after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three

Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices,

demands and other communications will be sent to the Company at the address specified on the signature

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page hereto or any Joinder and to any holder, or at such address or to the attention of such other Person as

the recipient party has specified by prior written notice to the sending party. Any party may change such

party’s address for receipt of notice by giving prior written notice of the change to the sending party as

provided herein. The Company’s address is:

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attn: Michael Rubiera

Email: ****

With a copy to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attn: Robert M. Hayward, P.C.

Robert E. Goedert, P.C.

Email: ****

****

or to such other address or to the attention of such other person as the recipient party has specified by

prior written notice to the sending party.

(g)Business Days. If any time period for giving notice or taking action hereunder

expires on a day that is not a Business Day, the time period will automatically be extended to the Business

Day immediately following such Saturday, Sunday or legal holiday.

(h)Governing Law. The corporate law of the State of Delaware will govern all

issues and questions concerning the relative rights of the Company and its equityholders. All issues and

questions concerning the construction, validity, interpretation and enforcement of this Agreement and the

exhibits and schedules hereto will be governed by, and construed in accordance with, the laws of the State

of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of

the State of Delaware or any other jurisdiction) that would cause the application of the laws of any

jurisdiction other than the State of Delaware.

(i)MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED

FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS

AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH

PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR

PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE

MATTERS CONTEMPLATED HEREBY.

(j)CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF

THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, FOR THE PURPOSES

OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY

RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS,

SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S

-18-

RESPECTIVE ADDRESS SET FORTH ABOVE WILL BE EFFECTIVE SERVICE OF PROCESS FOR

ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS

SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF

VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY

RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND

HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND

AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT

OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN

INCONVENIENT FORUM.

(k)No Recourse. Notwithstanding anything to the contrary in this Agreement, the

Company and each Holder agrees and acknowledges that no recourse under this Agreement or any

documents or instruments delivered in connection with this Agreement, will be had against any current or

future director, officer, employee, general or limited partner or member of any Holder or any Affiliate or

assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding,

or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged

that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any current

or future officer, agent or employee of any Holder or any current or future member of any Holder or any

current or future director, officer, employee, partner or member of any Holder or of any Affiliate or

assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or

instruments delivered in connection with this Agreement for any claim based on, in respect of or by

reason of such obligations or their creation.

(l)Descriptive Headings; Interpretation. The descriptive headings of this

Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of

the word “including” in this Agreement will be by way of example rather than by limitation.

(m)No Strict Construction. The language used in this Agreement will be deemed to

be the language chosen by the parties hereto to express their mutual intent, and no rule of strict

construction will be applied against any party.

(n)Counterparts. This Agreement may be executed in multiple counterparts, any

one of which need not contain the signature of more than one party, but all such counterparts taken

together will constitute one and the same agreement.

(o)Electronic Delivery. This Agreement, the agreements referred to herein, and

each other agreement or instrument entered into in connection herewith or therewith or contemplated

hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means

of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile

machine or electronic mail will be treated in all manner and respects as an original agreement or

instrument and will be considered to have the same binding legal effect as if it were the original signed

version thereof delivered in person. At the request of any party hereto or to any such agreement or

instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to all

other parties. No party hereto or to any such agreement or instrument will raise the use of a facsimile

machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument

was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense

to the formation or enforceability of a contract and each such party forever waives any such defense.

-19-

(p)Further Assurances. In connection with this Agreement and the transactions

contemplated hereby, each Holder agrees to execute and deliver any additional documents and

instruments and perform any additional acts that may be necessary or appropriate to effectuate and

perform the provisions of this Agreement and the transactions contemplated hereby.

(q) Dividends, Recapitalizations, etc. If at any time or from time to time there is any

change in the capital structure of the Company by way of a stock split, stock dividend, combination or

reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other

means, appropriate adjustment will be made in the provisions hereof so that the rights and privileges

granted hereby will continue.

(r)No Third-Party Beneficiaries. No term or provision of this Agreement is intended

to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any

right or cause of action hereunder, except as otherwise expressly provided herein.

(s)Current Public Information. At all times after the Company has filed a

registration statement with the SEC pursuant to the requirements of either the Securities Act or the

Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and the

Exchange Act and will take such further action as the Sponsor Investors may reasonably request, all to the

extent required to enable such Holders to sell Registrable Securities pursuant to Rule 144.

* * * * *

Signature Page to Registration Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement

as of the date first written above.


ACCELEVATION HOLDINGS CORP.


By:	/s/ Michael Rubiera
Name:	Michael Rubiera
Its:	Chief Executive Officer


SPONSOR INVESTORS:


ACCELEVATION PUBCO HOLDINGS LP


By:	/s/ Matthew Boyd
Name:	Matthew Boyd
Its:	President

ACCELEVATION INVESTMENT HOLDINGS LLC


By:	/s/ Matthew Boyd
Name:	Matthew Boyd
Its:	President

A-1

EXHIBIT A

DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below.

“Affiliate” of any Person means any other Person controlled by, controlling or under

common control with such Person and, in the case of an individual, also includes any member of such

individual’s Family Group; provided, that the Company and its Subsidiaries will not be deemed to be

Affiliates of any holder of Registrable Securities. As used in this definition, “control” (including, with its

correlative meanings, “controlling,” “controlled by” and “under common control with”) will mean

possession, directly or indirectly, of power to direct or cause the direction of management or policies

(whether through ownership of securities, by contract or otherwise).

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” has the meaning set forth in Section 1(a).

“Business Day” means a day that is not a Saturday or Sunday or a day on which banks in

New York City are authorized or requested by law to close.

“Charitable Gifting Event” means any transfer by a Sponsor Investor, or any subsequent

transfer by such Holder’s members, partners or other employees, in connection with a bona fide gift to

any Charitable Organization on the date of, but prior to, the execution of the underwriting agreement

entered into in connection with any underwritten offering.

“Charitable Organization” means a charitable organization as described by Section

501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Common Equity” means (i) the Company’s Class A common stock, par value $0.0001

per share and (ii) shares of the Company’s Class A common stock issuable upon conversion or in

exchange for LLC Units of Accelevation Holdings LLC. In the event of a Corporate Conversion,

Common Equity will thereafter mean the common stock issued upon conversion or in exchange for the

Company’s Common Equity.

“Company” has the meaning set forth in the preamble and shall include its successor(s).

“Demand Registration” has the meaning set forth in Section 1(a).

“End of Suspension Notice” has the meaning set forth in Section 1(f)(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to

time, or any successor federal law then in force, together with all rules and regulations promulgated

thereunder.

“Excluded Registration” means any registration (i) pursuant to a Demand Registration

(which is addressed in Section 1(a)), or (ii) in connection with registrations on Form S-4 or S-8

promulgated by the SEC or any successor or similar forms.

“Executives” has the meaning set forth in the recitals.

A-2

“Executive Registrable Securities” means any Common Equity held by the management

employees of the Company who are listed as “Executives” on the signature page hereto or to a Joinder.

“Expenses” has the meaning set forth in Section 5.

“Family Group” means with respect to any individual, such individual’s current or former

spouse, their respective parents, descendants of such parents (whether natural or adopted) and the spouses

of such descendants, any trust, limited partnership, corporation or limited liability company established

solely for the benefit of such individual or such individual’s current or former spouse, their respective

parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405.

“Holdback Period” has the meaning set forth in Section 3(a).

“Holder” means a holder of Registrable Securities who is a party to this Agreement

(including by way of Joinder).

“Indemnified Parties” has the meaning set forth in Section 6(a).

“Joinder” has the meaning set forth in Section 8.

“Long-Form Registrations” has the meaning set forth in Section 1(a).

“Losses” has the meaning set forth in Section 6(a).

“Other Investors” has the meaning set forth in the preamble.

“Other Investor Registrable Securities” means (i) any Common Equity held (directly or

indirectly) by any Other Investors or any of their Affiliates, and (ii) any equity securities of the Company

or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of

dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or

other reorganization.

“Participating Sponsor Investors” means any Sponsor Investor(s) participating in the

request for a Demand Registration, Shelf Offering, Piggyback Registration or Underwritten Block Trade.

“Person” means an individual, a partnership, a corporation, a limited liability company,

an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a

governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registration” has the meaning set forth in Section 2(a).

“Public Offering” means any sale or distribution by the Company, one of its Subsidiaries

and/or Holders to the public of Common Equity or other securities convertible into or exchangeable for

Common Equity pursuant to an offering registered under the Securities Act.

A-3

“Qualified Independent Underwriter” has the meaning set forth by FINRA in Section

5121(f)(12), or any successor provision thereto.

“Registrable Securities” means Sponsor Investor Registrable Securities, Other Investor

Registrable Securities and Executive Registrable Securities. As to any particular Registrable Securities,

such securities will cease to be Registrable Securities when they have been (a) sold or distributed pursuant

to a Public Offering, (b) sold in compliance with Rule 144 following the consummation of the initial

Public Offering, (c) distributed to the direct or indirect partners or members of a Sponsor Investor or (d)

repurchased by the Company or a Subsidiary of the Company. For purposes of this Agreement, a Person

will be deemed to be a holder of Registrable Securities, and the Registrable Securities will be deemed to

be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable

Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but

disregarding any restrictions or limitations upon the exercise of such right), whether or not such

acquisition has actually been effected, and such Person will be entitled to exercise the rights of a holder of

Registrable Securities hereunder (it being understood that a holder of Registrable Securities may only

request that Registrable Securities in the form of Common Equity be registered pursuant to this

Agreement). Notwithstanding the foregoing, following the consummation of an initial Public Offering,

any Registrable Securities held by any Person (other than any Sponsor Investor or its Affiliates) that may

be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 will be

deemed not to be Registrable Securities.

“Rule 144”, “Rule 158”, “Rule 405”, “Rule 415”, “Rule 430B” and “Rule 462” mean, in

each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the

same will be amended from time to time, or any successor rule then in force.

“Sale of the Company” means any transaction or series of transactions pursuant to which

any Person(s) or a group of related Persons (other than any Sponsor Investor and/or its Affiliates) in the

aggregate acquires: (i) Common Equity of the Company entitled to vote (other than voting rights

accruing only in the event of a default, breach, event of noncompliance or other contingency) to elect

directors with a majority of the voting power of the Company’s board of directors (whether by merger,

consolidation, reorganization, combination, sale or transfer of the Company’s Common Equity) or (ii) all

or substantially all of the Company’s and its Subsidiaries’ assets determined on a consolidated basis;

provided that a Public Offering will not constitute a Sale of the Company.

“Sale Transaction” has the meaning set forth in Section 3(a).

“SEC” means the United States Securities and Exchange Commission.

“Securities” has the meaning set forth in Section 3(a).

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any

successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Shelf Offering” has the meaning set forth in Section 1(d)(i).

“Shelf Offering Notice” has the meaning set forth in Section 1(d)(i).

“Shelf Registration” has the meaning set forth in Section 1(a).

“Shelf Registrable Securities” has the meaning set forth in Section 1(d)(i).

A-4

“Shelf Registration Statement” has the meaning set forth in Section 1(d).

“Short-Form Registrations” has the meaning set forth in Section 1(a).

“Sponsor Investors” has the meaning set forth in the recitals; provided that any decision

to be made under this Agreement by the Sponsor Investors shall be made by the holders of a majority of

all Sponsor Investor Registrable Securities

“Sponsor Investor Registrable Securities” means (i) any Common Equity held (directly or

indirectly) by any Sponsor Investor or any of its Affiliates, and (ii) any equity securities of the Company

or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of

dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or

other reorganization.

“Subsidiary” means, with respect to the Company, any corporation, limited liability

company, partnership, association or other business entity of which (i) if a corporation, a majority of the

total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to

vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly

or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination

thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority

of the limited liability company, partnership or other similar ownership interest thereof is at the time

owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company

or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority

ownership interest in a limited liability company, partnership, association or other business entity if such

Person or Persons will be allocated a majority of limited liability company, partnership, association or

other business entity gains or losses or will be or control the managing director or general partner of such

limited liability company, partnership, association or other business entity.

“Suspension Event” has the meaning set forth in Section 1(f)(ii).

“Suspension Notice” has the meaning set forth in Section 1(f)(ii).

“Suspension Period” has the meaning set forth in Section 1(f)(i).

“Violation” has the meaning set forth in Section 6(a).

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

B-1

EXHIBIT B

The undersigned is executing and delivering this Joinder pursuant to the Registration

Rights Agreement dated as of September 29, 2026 (as amended, modified and waived from time

to time, the “Registration Rights Agreement”), among Accelevation Holdings Corp., a Delaware

corporation (the “Company”), and the other persons named as parties therein (including pursuant

to other Joinders). Capitalized terms used herein have the meaning set forth in the Registration

Rights Agreement.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees

to become a party to, to be bound by, and to comply with the provisions of, the Registration

Rights Agreement as a Holder in the same manner as if the undersigned were an original

signatory to the Registration Rights Agreement, and the undersigned will be deemed for all

purposes to be a Holder, a [Sponsor Investor // Executive // Other Investor thereunder] and the

undersigned’s ________ shares of Common Equity will be deemed for all purposes to be a

[Sponsor Investor // Executive // Other Investor] Registrable Securities under the Registration

Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of

___________, 20__.

Signature

Print Name

Address:

Accepted and Agreed as of

___________, 20__.


ACCELEVATION HOLDINGS CORP.


By:
Name:
Its:

Exhibit 10.1

DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into

as of September 29, 2026, by and among (a) Accelevation Holdings Corp., a Delaware corporation (the

“Company”), (b) Accelevation Pubco Holdings LP, a Delaware limited partnership (“Pubco Holdings”),

Holdings”), (d) Olympus Growth Fund VIII Parallel L.P., a Delaware limited partnership, Olympus

Growth Fund VIII LP, a Delaware limited partnership, and OGP VIII, LLC, a Delaware limited liability

company (collectively and, together with Pubco Holdings and Investment Holdings, “Olympus”) and (e)

Michael Rubiera (the “Founder Stockholder” and, together with Olympus, the “Nominating Parties”).

This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s

proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).

WHEREAS, as of the date hereof, Olympus Beneficially Owns (as defined below) a majority of

the equity interests in the Company;

WHEREAS, Olympus is contemplating causing the Company to effect an IPO;

WHEREAS, Olympus currently has the authority to appoint all Directors (as defined below) of

the Company; and

WHEREAS, in consideration of Olympus agreeing to undertake the IPO, the Company has

agreed to permit Olympus and the Founder Stockholder to nominate Directors to the board of directors of

the Company (the “Board”) following the Effective Date on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the

parties to this Agreement agrees as follows:

1.Board Nomination Rights.

(a)From the Effective Date, Olympus shall have the right, but not the obligation, to

nominate to the Board a number of nominees equal to at least: (i) 100% of the Total Number of Directors

(as defined below) (excluding the Founder Nominee (as defined below)), so long as, at the applicable

Measurement Time, Olympus Beneficially Owns shares of Class A common stock, par value $0.0001 per

share, and Class B common stock, par value $0.0001 per share (collectively, the “Common Stock”),

representing at least 40% of the Original Amount of Olympus (as defined below); (ii) 40% of the Total

Number of Directors, in the event that, at the applicable Measurement Time, Olympus Beneficially Owns

shares of Common Stock representing at least 30% but less than 40% of the Original Amount of

Olympus; (iii) 30% of the Total Number of Directors, in the event that, at the applicable Measurement

Time, Olympus Beneficially Owns shares of Common Stock representing at least 20% but less than 30%

of the Original Amount of Olympus; (iv) 20% of the Total Number of Directors, in the event that, at the

applicable Measurement Time, Olympus Beneficially Owns shares of Common Stock representing at

least 10% but less than 20% of the Original Amount of Olympus; and (v) one Director, in the event that,

at the applicable Measurement Time, Olympus Beneficially Owns shares of Common Stock representing

at least 5% but less than 10% of the Original Amount of Olympus (such persons, the “Olympus

Nominees”). For purposes of calculating the number of Directors that Olympus is entitled to nominate

pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up

to the nearest whole number (e.g., 1.25 Directors shall equate to 2 Directors) and any such calculations

shall be made after taking into account any increase in the Total Number of Directors.

(b)From the Effective Date, the Founder Stockholder shall have the right, but not the

obligation, to nominate to the Board one director so long as the Founder Stockholder Beneficially Owns

or holds an indirect economic interest in at least 3% of the outstanding shares of Common Stock (such

person, the “Founder Nominee”). The Founder Nominee shall be deemed to be Michael Rubiera for as

long as he serves as Chief Executive Officer of the Company, and thereafter the Founder Nominee shall

be as designated by the Founder Stockholder in accordance with the terms of this Agreement.

Notwithstanding anything herein to the contrary, in the event that Mr. Rubiera is removed as the Chief

Executive Officer of the Company for Cause, Mr. Rubiera shall resign from the Board and the Founder

Stockholder shall immediately cease to have any right to nominate a director to the Board pursuant to this

Agreement.

(c)In the event that any Nominating Party has nominated fewer than the total number of

nominees that such Nominating Party shall be entitled to nominate pursuant to Section 1(a) or Section

1(b), as applicable, such Nominating Party shall have the right, at any time, to nominate such additional

nominees to which it is entitled, in which case, the Company shall take, and the Company hereby

covenants that the Directors shall take, all necessary corporate action to (i) enable such Nominating Party

to nominate and effect the election or appointment of such additional individuals, whether by increasing

the size of the Board or otherwise, and (ii) appoint such additional individuals nominated by such

Nominating Party to fill such newly created directorships or to fill any other existing vacancies in

accordance with Section 1(e).

(d)If the size of the Board is expanded, Olympus shall be entitled to nominate a number of

Olympus Nominees to fill the newly created directorships such that the total number of Olympus

Nominees serving on the Board following such expansion will be equal to that number of Olympus

Nominees that Olympus would be entitled to nominate in accordance with Section 1(a) if such expansion

occurred immediately prior to any meeting of the stockholders of the Company called with respect to the

election of members of the Board. The Company shall take, and the Company hereby covenants that the

Directors shall take, all necessary corporate action to (i) enable Olympus to nominate and effect the

election or appointment of additional nominees in accordance with the preceding sentence and (ii) appoint

such additional nominees in accordance with Section 1(e).

(e)In the event that any Nominee shall cease to serve as a Director for any reason (other than

removal for Cause in the case of the Founder Nominee), the Nominating Party appointing such Nominee

shall be entitled to nominate such person’s successor in accordance with this Agreement (regardless of the

number of shares of Common Stock Beneficially Owned by such Nominating Party at the time of such

vacancy). The Company shall take, and the Company hereby covenants that the Directors shall take, all

necessary corporate action to (i) enable the applicable Nominating Party to nominate and effect the

election or appointment of successor nominees in accordance with the preceding sentence and (ii) appoint

such successor nominees in accordance with Section 1(e). It is understood that any such nominee shall

serve the remainder of the term of the Director whom such nominee replaces.

(f)In each case where the Company has covenanted that the Directors shall take action to

appoint a Nominee as a Director pursuant to any of Sections 1(a) through 1(e):

(i)The Directors shall appoint such Nominee unless the Board determines, in good faith,

that appointing such Nominee would cause the Directors to breach their fiduciary

duties to the Company or its stockholders, in which case the Company shall provide

the appointing Nominating Party with a notice explaining in reasonable detail the

basis for the Board’s determination, and such Nominating Party shall have the right

to nominate an alternative Nominee in accordance with Sections 1(a) through 1(e);

and

(ii)The Company hereby covenants that the Directors shall not fill any vacant or newly

created directorship for which Olympus or the Founder Stockholder are entitled to

nominate a Nominee other than in accordance with Sections 1(a) through 1(e).

(g)In addition to the nomination rights set forth in Section 1(a), from the Effective Date, for

so long as, at the applicable Measurement Time, Olympus Beneficially Owns shares of Common Stock

representing at least 5% of the Original Amount of Olympus, Olympus shall have the right, but not the

obligation, to nominate a person (a “Non-Voting Observer”) to attend meetings of the Board (including

any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting

Observer shall be permitted to attend all meetings of the Board and each committee thereof. Olympus

shall have the right to remove and replace its Non-Voting Observer for any reason at any time and from

time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board and Board

committee meetings no later than, and using the same form of communication as, notice of such meetings

are furnished to Directors and (ii) copies of any materials prepared for meetings of the Board or any

committee thereof that are furnished to the Directors no later than the time such materials are furnished to

the Directors; provided that failure to deliver notice or materials to such Non-Voting Observer in

connection with such Non-Voting Observer’s right to attend and/or review materials with respect to any

such meeting shall not, by itself, impair the validity of any action taken at such meeting. Such Non-

Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or

confidentiality agreements of the Company generally applicable to Directors of the Company or as the

Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to

withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or

attending any meeting or portion thereof if access to such information or attendance at such meeting could

adversely affect the attorney-client privilege between the Company and its counsel.

(h)The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees

and the Non-Voting Observer in connection with the performance of his or her duties as a Director or his

or her service as a Non-Voting Observer, as applicable, and in connection with his or her attendance at

any meeting of the Board or a committee thereof.

(i) No reduction in the number of shares of Common Stock that Olympus Beneficially

Owns shall shorten the term of any incumbent Director. At the Effective Date, the Board shall be

comprised of nine members and the initial Olympus Nominees shall be Robert Morris, Manu Bettegowda,

Matt Boyd, Matt Bujor, Marty Durkin, Paul Donahue, Howard Heckes and Ginger Jones, and the initial

Founder Nominee shall be Michael Rubiera.

(j)For purposes of this Agreement:

(i)“Affiliate” of any person shall mean any other person controlled by, controlling, or

under common control with such person; where “control” (including, with its

correlative meanings, “controlling,” “controlled by,” and “under common control

with”) means possession, directly or indirectly, of power to direct or cause the

direction of management or policies (whether through ownership of securities, by

contract, or otherwise).

(ii)“Beneficially Own” shall mean that a specified person has or shares the right, directly

or indirectly, through any contract, arrangement, understanding, relationship, or

otherwise, to vote shares of capital stock of the Company.

(iii)“Cause” shall mean with respect to the Founder Stockholder’s removal for Cause, the

following: (a) in the case that the Founder Stockholder is not party to an employment,

consulting, change in control, severance or similar written agreement between the

Founder Stockholder and the Company or an Affiliate, in each case, as approved by

the Board or applicable governing body of an Affiliate of the Company (or where

there is such an agreement but it does not define “cause”), “cause” as defined in the

Accelevation Holdings Corp. 2026 Omnibus Incentive Plan (with references therein

to Participants referring to the Founder Stockholder) or (b) if the Founder

Stockholder is party to a written employment, consulting, change in control,

severance or similar agreement between the Founder Stockholder and the Company

or an Affiliate (in each case, as approved by the Board or applicable governing body

of an Affiliate of the Company) that defines “cause,” “cause” as defined under such

agreement.

(iv)“Director” means any member of the Board.

(v)“Measurement Time” means, with respect to any election of Directors, immediately

prior to the mailing to shareholders of the Director Election Proxy Statement relating

to such election (or, if earlier, the filing of the definitive Director Election Proxy

Statement with the SEC).

(vi)“Nominee” means either an Olympus Nominee or a Founder Nominee. For purposes

of this Agreement, the term “Nominee” shall refer to any person validly designated

by a Nominating Party to serve on the Board pursuant to Section 1(a) or Section 1(b)

hereof.

(vii)“Original Amount of Olympus” means the aggregate number of shares of Common

Stock Beneficially Owned by Olympus upon completion of the IPO, as such number

may be adjusted from time to time for any reorganization, recapitalization, stock

dividend, stock split, reverse stock split, or other similar changes in the Company’s

capitalization.

(viii)“SEC” means the U.S. Securities and Exchange Commission.

(ix)“Total Number of Directors” means the total number of Directors comprising the

Board.

(k)So long as any Nominating Party has the right to nominate Nominees under Sections 1(a)

through 1(e) or any such Nominee is serving on the Board, the Company shall use its reasonable best

efforts to maintain in effect at all times directors’ and officers’ indemnity insurance coverage reasonably

satisfactory to the Nominating Parties, and the Company’s Amended and Restated Certificate of

Incorporation and Amended and Restated Bylaws (each as may be further amended, supplemented, or

waived in accordance with its terms) shall at all times provide for indemnification, exculpation and

advancement of expenses to the fullest extent permitted under applicable law.

(l)At such time as the Company ceases to be a “controlled company” and is required by

applicable law or the listing standards of The Nasdaq Global Select Market (the “Exchange”) to have a

majority of the Board comprised of “independent directors” (subject in each case to any applicable phase-

in periods), the Olympus Nominees shall include a number of persons that qualify as “independent

directors” under applicable law and the Exchange listing standards such that, together with any other

“independent directors” then serving on the Board that are not Olympus Nominees, the Board is

comprised of a majority of “independent directors.”

(m)At any time that any Nominating Party shall have any nomination rights under Section 1,

the Company shall not take any action, and the Company hereby covenants that the Directors shall not

take any action, (including in each case effecting any amendment to the Company’s Amended and

Restated Certificate of Incorporation or Amended and Restated Bylaws), that could reasonably be

expected to adversely affect such Nominating Party’s rights under this Agreement, in each case without

the prior written consent of Olympus. In addition, so long as Olympus has any nomination rights under

Section 1, the Company shall not increase or decrease the size of the Board without the prior written

consent of Olympus.

(n)Notwithstanding anything to the contrary in this Agreement, for so long as Olympus,

including through its Affiliates, Beneficially Owns at least 30% of the outstanding shares of Common

Stock of the Company, Olympus shall have the right to designate the Chair of the Board.

2.Company Obligations. The Company agrees to take all necessary corporate action to

ensure that, prior to the date that any Nominating Party ceases to hold rights to nominate directors

pursuant to this Agreement, (i) each Nominee is included in the Board’s slate of nominees to the

stockholders (the “Board’s Slate”) for each election of Directors, unless the Board determines, in good

faith, that the inclusion of a Nominee in the Board’s Slate would not be in the best interest of the

Company and its stockholders (other than Olympus or the Founder Stockholder), in which case, the

appointing Nominating Party shall have the right to nominate an alternate Nominee for inclusion in the

Board’s Slate; and (ii) whether or not a Nominee is included in the Board’s Slate, each Nominee shall be

included in the proxy statement (together with a supporting statement provided by Olympus or the

Founder Stockholder, as applicable) and proxy card prepared by management of the Company in

connection with soliciting proxies for every meeting of the stockholders of the Company called with

respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at

every adjournment or postponement thereof, and on every action or approval by written consent of the

stockholders of the Company or the Board with respect to the election of members of the Board. In order

to notify the Company when its obligations under this Section 2 have terminated, (x) Olympus will

promptly provide reporting to the Company after Olympus ceases to Beneficially Own at least 5% of the

Original Amount of Olympus, and (y) the Founder Stockholder will promptly provide reporting to the

Company after the Founder Stockholder ceases to Beneficially Own or hold an indirect economic interest

in at least 3% of the outstanding shares of Common Stock. The calculation of the number of Nominees

that Olympus is entitled to nominate to the Board’s Slate for any election of Directors shall be based on

the percentage of the Original Amount of Olympus at the applicable Measurement Time. Unless a

Nominating Party notifies the Company otherwise prior to the applicable Measurement Time, the

Nominees for such election shall be presumed to be the same Nominees currently serving on the Board,

and no further action shall be required of the Nominating Parties for the Board to include such Nominees

on the Board’s Slate as contemplated by clause (i) of this Section 2; provided that, in the event Olympus

is no longer entitled to nominate the full number of Olympus Nominees then serving on the Board,

Olympus shall provide advance written notice to the Company of which currently serving Olympus

Nominee(s) shall be excluded from the Board’s Slate and of any other changes to the list of Nominees. If

Olympus fails to provide such notice prior to the applicable Measurement Time, a majority of the

independent Directors then serving on the Board shall determine which of the Nominees then serving on

the Board will be included in the Board’s Slate as contemplated by clause (i) of this Section 2.

Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under

the rules of the Exchange, the Company will elect to be a “controlled company” for purposes of the

Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and

the basis for that determination. The Company and each Nominating Party acknowledge and agree that, as

of the Effective Date, the Company is a “controlled company.”

3.Committees. From and after the Effective Date hereof until such time as Olympus and its

Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the Original

Amount of Olympus, the Company hereby covenants that the Board shall not form or designate any

committee of the Board unless Olympus has consented to such formation or designation.

Notwithstanding the preceding sentence, the consent of Olympus shall not be required if:

(a)Olympus has been provided the opportunity to nominate a number of members of each

committee of the Board equal to the nearest whole number greater than the product obtained by

multiplying (i) the percentage of the Original Amount of Olympus then Beneficially Owned by Olympus

and (ii) the number of positions, including any vacancies, on the applicable committee; or

(b)none of the Directors nominated by Olympus pursuant to this Agreement are eligible to

serve on the applicable committee under applicable law or listing standards of the Exchange, including

any applicable independence requirements (subject in each case to any applicable exceptions, including

those for newly public companies and for “controlled companies,” and any applicable phase-in periods).

In addition, at any time when Olympus has the right to nominate at least one Nominee for

election to the Board, Olympus shall also have the right to have one of the Olympus Nominees hold one

seat on each committee of the Board, subject to satisfying any applicable stock exchange rules or

regulations regarding the independence of Board committee members.

The Company hereby covenants that the Nominees designated to serve on a Board committee

shall have the right to remain on such committee until the next election of Directors, regardless of the

percentage of the Original Amount of Olympus Beneficially Owned by Olympus following such

designation. Unless Olympus notifies the Company otherwise prior to the time the Board takes action to

change the composition of a Board committee, and to the extent Olympus has the requisite percentage of

the Original Amount of Olympus to designate a Board committee member at the time the Board takes

action to change the composition of any such Board committee, any Olympus Nominee to serve on a

committee shall be presumed to be re-designated for such committee. Without limiting the remedies

available to Olympus, the Company shall not consummate any act or transaction approved or

recommended by a committee of the Board formed or designated in a manner inconsistent with this

Section 3 without the prior written consent of Olympus.

4.Amendment and Waiver. Any provision of this Agreement may be amended or waived if,

but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the

Company, Olympus and the Founder Stockholder; provided, that the consent of the Founder Stockholder

shall not be required for any amendment which would not have an effect on the Founder Stockholder, or

in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any

party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any

single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other

right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive

of any rights or remedies provided by law. The Nominating Parties shall not be obligated to nominate all

(or any) of the Nominees they are entitled to nominate pursuant to this Agreement for any election of

Directors, but the failure to do so shall not constitute a waiver of their rights hereunder for any purpose;

provided, however, that, subject to Section 2, in the event any Nominating Party fails to nominate all (or

any) of the Nominees it is entitled to nominate pursuant to this Agreement prior to the applicable

Measurement Time, the Compensation and Nominating Committee of the Board shall be entitled to

nominate individuals in lieu of such Nominees for inclusion in the Board’s Slate and the applicable

Director Election Proxy Statement with respect to the election for which such failure occurred, and such

Nominating Party shall be deemed to have waived its rights hereunder solely with respect to such

election.

5.Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of

the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing,

the Company and the Founder Stockholder may not assign any of their respective rights or obligations

hereunder without the prior written consent of Olympus. Except as otherwise expressly provided in

Section 6, nothing herein contained shall confer or is intended to confer on any third party or entity that is

not a party to this Agreement any rights under this Agreement.

6.Assignment. Upon written notice to the Company, Olympus may assign to any Affiliate

of Olympus (other than a portfolio company) all of its rights hereunder and, following such assignment,

such assignee shall be deemed to have the rights and obligations of “Olympus” for all purposes

hereunder.

7.Termination. This Agreement shall terminate, (i) with respect to the rights and

obligations of Olympus, on the date on which Olympus Beneficially Owns shares of Common Stock

representing less than 5% of the Original Amount of Olympus and, (ii) with respect to the rights and

obligations of the Founder Stockholder, on the date upon which the Founder Stockholder Beneficially

Owns or holds an indirect economic interest in shares of Common Stock representing less than 3% of the

outstanding shares of Common Stock. Notwithstanding the foregoing, the provisions of Sections 10

through 19 shall survive the termination of this Agreement. No termination of this Agreement shall

relieve any party from liability for any breach of this Agreement prior to such termination.

8.Indemnification.

(a)The Company shall defend, indemnify and hold harmless Olympus, its Affiliates,

partners, employees, agents, Directors, managers, officers and controlling persons (collectively, the

“Indemnified Parties”) from and against any and all actions, causes of action, suits, claims, liabilities,

losses, damages, costs, expenses, or obligations of any kind or nature (whether accrued or fixed, absolute

or contingent) in connection therewith (including reasonable attorneys’ and experts’ fees and expenses)

incurred by the Indemnified Parties before or after the date of this Agreement (each, an “Action”) arising

directly or indirectly out of or in any way relating to (i) Olympus’s or its Affiliates’ Beneficial Ownership

of Common Stock or other equity securities of the Company or control or ability to influence the

Company or any of its subsidiaries (other than any such Actions (x) to the extent such Actions arise out of

any breach of this Agreement by an Indemnified Party or its Affiliates or the breach of any fiduciary or

other duty or obligation of such Indemnified Party to its direct or indirect equity holders, creditors, or

Affiliates or (y) to the extent such Actions are directly caused by such person’s willful misconduct), (ii)

the business, operations, properties, assets or other rights or liabilities of the Company or any of its

subsidiaries or (iii) any services provided prior to, on or after the date of this Agreement by any

Indemnified Party to the Company or any of its subsidiaries. The Company shall defend at its own cost

and expense in respect of any Action which may be brought against the Company and/or its Affiliates and

the Indemnified Parties. The Company shall defend at its own cost and expense any and all Actions which

may be brought in which the Indemnified Parties may be impleaded with others upon any Action by the

Indemnified Parties, except that if such damage shall be proven to be the direct result of gross negligence,

bad faith, or willful misconduct by any of the Indemnified Parties, then such Indemnified Party shall

reimburse the Company for the costs of defense and other costs incurred by the Company in proportion to

such Indemnified Party’s culpability as proven. In the event of the assertion against any Indemnified Party

of any Action or the commencement of any Action, the Company shall be entitled to participate in such

Action and in the investigation of such Action and, after written notice from the Company to such

Indemnified Party, to assume the investigation or defense of such Action (at the Company’s sole cost and

expense) with counsel of the Company’s choice at the Company’s expense; provided, however, that such

counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding anything to the

contrary contained herein, the Company may retain one firm of counsel to represent all Indemnified

Parties in such Action; provided, however, that the Indemnified Party shall have the right to employ a

single firm of separate counsel (and any necessary local or specialist counsel) and to participate in the

defense or investigation of such Action, and the Company shall bear the expense of such separate counsel

(and local counsel, if applicable). The Company further agrees that with respect to any Indemnified Party

who is employed, retained, or otherwise associated with, or appointed or nominated by, Olympus or any

of its Affiliates and who acts or serves as a Director, officer, manager, fiduciary, employee, consultant,

advisor, or agent of, for, or to the Company or any of its subsidiaries, that the Company or such

subsidiaries, as applicable, shall be primarily liable for all indemnification, reimbursements,

advancements, or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party

acting in such capacity or capacities on behalf or at the request of the Company, whether the Indemnity

Obligations are created by law, organizational or constituent documents, contract (including this

Agreement), or otherwise. The Company hereby agrees that in no event shall the Company or any of its

subsidiaries have any right or claim against Olympus for contribution or have rights of subrogation

against Olympus through an Indemnified Party for any payment made by the Company or any of its

subsidiaries with respect to any Indemnity Obligation. In addition, the Company hereby agrees that in the

event that Olympus pays or advances an Indemnified Party any expenses with respect to an Indemnity

Obligation, the Company will, or will cause its subsidiaries to, as applicable, promptly reimburse

Olympus for such payment or advance upon request, subject to the receipt by the Company of a written

undertaking executed by the Indemnified Party and Olympus that makes such payment or advance to

repay any such amounts if it shall ultimately be determined by a court of competent jurisdiction that such

Indemnified Party was not entitled to be indemnified by the Company. The foregoing right to indemnity

and advancement shall be in addition to any rights that any Indemnified Party may have at common law,

pursuant to the Company’s Certificate of Incorporation or Bylaws, pursuant to any other contract with the

Company or otherwise, and shall remain in full force and effect following the completion or any

termination of the engagement. If for any reason the foregoing indemnification is unavailable to any

Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this Section 8,

then the Company shall contribute to the amount paid or payable by the Indemnified Party as a result of

such Action in such proportion as is appropriate to reflect the relative benefits received by the Company,

on the one hand, and the Indemnified Party, as the case may be, on the other hand, as well as any other

relevant equitable considerations.

(b)The Company hereby acknowledges that certain of the Indemnified Parties have certain

rights to indemnification, advancement of expenses, and/or insurance provided by investment funds

managed by Olympus and certain of its Affiliates (collectively, the “Fund Indemnitors”). The Company

hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement,

reimbursement provision, or any other similar obligation whether pursuant to or with respect to this

Agreement, the organizational documents of the Company or any of its subsidiaries, or any other

agreement, as applicable, (i) that the Company and its subsidiaries are the indemnitor of first resort (i.e.,

their obligations to the Indemnified Parties are primary and any obligation of the Fund Indemnitors to

advance expenses or to provide indemnification for claims, expenses, or obligations arising out of the

same or similar facts and circumstances suffered by any Indemnified Party are secondary), (ii) that the

Company shall be required to advance the full amount of expenses incurred by any Indemnified Party and

shall be liable for the full amount of all expenses, liabilities, obligations, judgments, penalties, fines and

amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement,

the organizational documents of the Company or any of its subsidiaries, or any other agreement, as

applicable, without regard to any rights any Indemnified Party may have against the Fund Indemnitors,

and (iii) that the Company, on behalf of itself and each of its subsidiaries, irrevocably waives,

relinquishes and releases the Fund Indemnitors from any and all Actions against the Fund Indemnitors for

contribution, subrogation or any other recovery of any kind in respect thereof. The Company further

agrees that no advancement or payment by the Fund Indemnitors on behalf of any Indemnified Party with

respect to any Action for which any Indemnified Party has sought indemnification from the Company

shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be

subrogated to the extent of such advancement or payment to all of the rights of recovery of any

Indemnified Party against the Company. The Company agrees that the Fund Indemnitors are express

third-party beneficiaries of the terms of this Section 8(b).

9.Headings. Headings are for ease of reference only and shall not form a part of this

Agreement.

10.Governing Law. This Agreement shall be construed in accordance with and governed by

the law of the State of Delaware without giving effect to the principles of conflicts of laws of any

jurisdiction that would result in the application of any other laws.

11.Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based

on any matter arising out of or in connection with, the construction, interpretation, validity, performance

or enforceability of this Agreement shall be brought against any of the parties only in any federal court

located in the State of Delaware or any Delaware state court, and each of the parties hereby consents to

the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or

proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding

may be served on any party anywhere in the world, whether within or without the jurisdiction of any such

court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at

the address referred to in Section 18, together with written notice of such service to such party, shall be

deemed effective service of process upon such party.

12.WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW,

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION

WITH THIS AGREEMENT.

13.Entire Agreement. This Agreement constitutes the entire agreement among the parties

with respect to the subject matter hereof and supersedes all prior agreements, understandings and

negotiations, both written and oral, among the parties with respect to the subject matter hereof.

14.Counterparts; Effectiveness. This Agreement may be signed in any number of

counterparts, each of which shall be deemed an original. This Agreement shall become effective when

each party shall have received a counterpart hereof signed by each of the other parties. An executed copy

or counterpart hereof delivered by facsimile shall be deemed an original instrument.

15.Severability. If any provision of this Agreement or the application thereof to any person

or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the

application of such provisions to other persons or circumstances shall not be affected thereby and shall be

enforced to the greatest extent permitted by law. If any provision of this Agreement, or the application

thereof to any person or entity or any circumstance, is found to be invalid or unenforceable in any

jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far

as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)

the remainder of this Agreement and the application of such provision to other persons, entities or

circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or

unenforceability affect the validity or enforceability of such provision, or the application thereof, in any

other jurisdiction.

16.Further Assurances. Each of the parties hereto shall execute and deliver such further

instruments and do such further acts and things as may be required to carry out the intent and purpose of

this Agreement.

17.Specific Performance. Each of the parties hereto agrees that, notwithstanding any other

provision of this Agreement, irreparable damage would occur if any provision of this Agreement were not

performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or

injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms

and provisions hereof in any federal or state court located in the State of Delaware, in addition to any

other remedy to which they are entitled at law or in equity.

18.Notices. All notices, requests and other communications to any party or to the Company

shall be in writing (including telecopy or similar writing) and shall be given,

If to the Company:

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention:Michael Rubiera

Email:****

If to Olympus or any Olympus Nominee:

c/o Olympus Partners

Metro Center, 4th Floor, One Station Place

Stamford, CT 06902

Attention:Matt Boyd

Matt Bujor

Email:****

****

In each case, with a copy to (which shall not constitute notice):

c/o Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention:Robert M. Hayward, P.C.

Robert E. Goedert, P.C.

Email:****

****

If to the Founder Stockholder or to the Founder Nominee:

The address set forth on the Founder Stockholder signature page hereto.

or to such other address or telecopier number as such party or the Company may hereafter specify for the

purpose of notice to the other parties and the Company. Each such notice, request, or other

communication shall be effective when delivered at the address specified in this Section 18 during regular

business hours.

19.Enforcement. Each of the parties hereto covenant and agree that the disinterested

members of the Board have the right to enforce, waive, or take any other action with respect to this

Agreement on behalf of the Company.

* * * * *

[Signature Page to Director Nomination Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first

written above.


	ACCELEVATION HOLDINGS CORP.


	By:	/s/ Kenneth Krause
	Name:	Kenneth Krause
	Title:	Chief Financial Officer

[Signature Page to Director Nomination Agreement]


	ACCELEVATION PUBCO HOLDINGS LP


	By:	/s/ Matt Boyd
	Name:	Matt Boyd
	Title:	President


	ACCELEVATION INVESTMENT HOLDINGS LLC


	By:	/s/ Matt Boyd
	Name:	Matt Boyd
	Title:	President


	OLYMPUS GROWTH FUND VIII PARALLEL L.P.

	By:	OGP VIII, LLC
	Its:	General Partner


	By:	/s/ Robert S. Morris
	Name:	Robert S. Morris
	Title:	Managing Member


	OLYMPUS GROWTH FUND VIII LP

	By:	OGP VIII, LLC
	Its:	General Partner


	By:	/s/ Robert S. Morris
	Name:	Robert S. Morris
	Title:	Managing Member


	OGP VIII, LLC



	By:	/s/ Robert S. Morris
	Name:	Robert S. Morris
	Title:	Managing Member

[Signature Page to Director Nomination Agreement]


	MICHAEL RUBIERA


	By:	/s/ Michael Rubiera
	Name: Michael Rubiera

	Address: ****

Exhibit 10.2

_______________________________________

ACCELEVATION HOLDINGS LLC

LIMITED LIABILITY COMPANY AGREEMENT

_______________________________________

Dated as of September 30, 2026

THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD,

TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME

WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION

THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY

SET FORTH HEREIN.

CERTAIN UNITS MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER

SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF

SUCH UNITS. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF

SUCH UNITS UPON WRITTEN REQUEST TO THE COMPANY AND WITHOUT CHARGE.

TABLE OF CONTENTS


Page

ARTICLE I DEFINITIONS ....................................................................................................			1

ARTICLE II ORGANIZATIONAL MATTERS ..................................................................			8
	Section 2.1	Formation of LLC .................................................................................	8
	Section 2.2	Limited Liability Company Agreement ................................................	8
	Section 2.3	Name .....................................................................................................	8
	Section 2.4	Purpose ..................................................................................................	8
	Section 2.5	Principal Office; Registered Office .......................................................	8
	Section 2.6	Term ......................................................................................................	9
	Section 2.7	No State-Law Partnership .....................................................................	9

ARTICLE III UNITS, CAPITAL CONTRIBUTIONS AND ACCOUNTS .......................			9
	Section 3.1	Units; Capitalization ..............................................................................	9
	Section 3.2	Authorization and Issuance of Additional Units ...................................	10
	Section 3.3	Repurchase or Redemptions ..................................................................	12
	Section 3.4	Equity Subdivisions and Combinations ................................................	13
	Section 3.5	General Authority ..................................................................................	13
	Section 3.6	Capital Accounts ...................................................................................	13
	Section 3.7	Negative Capital Accounts; No Interest Regarding Positive Capital Accounts ................................................................................................	14
	Section 3.8	No Withdrawal ......................................................................................	15
	Section 3.9	Loans From Unitholders ........................................................................	15
	Section 3.10	Adjustments to Capital Accounts for Distributions In-Kind .................	15
	Section 3.11	Transfer of Capital Accounts ................................................................	15
	Section 3.12	Adjustments to Book Value ..................................................................	15
	Section 3.13	Compliance With Section 1.704-1(b) ....................................................	16

ARTICLE IV DISTRIBUTIONS AND ALLOCATIONS ...................................................			16
	Section 4.1	Distributions ..........................................................................................	16
	Section 4.2	Allocations .............................................................................................	17
	Section 4.3	Special Allocations ................................................................................	17
	Section 4.4	Offsetting Allocations ...........................................................................	19
	Section 4.5	Tax Allocations .....................................................................................	19
	Section 4.6	Indemnification and Reimbursement for Payments on Behalf of a Member .................................................................................................	20

ARTICLE V MANAGEMENT AND CONTROL OF BUSINESS .....................................			21
	Section 5.1	Management ..........................................................................................	21
	Section 5.2	Investment Company Act ......................................................................	22
	Section 5.3	Officers ..................................................................................................	22


	Section 5.4	Fiduciary Duties ....................................................................................	23

ARTICLE VI EXCULPATION AND INDEMNIFICATION .............................................			24
	Section 6.1	Exculpation ............................................................................................	24
	Section 6.2	Indemnification .....................................................................................	24
	Section 6.3	Expenses ................................................................................................	25
	Section 6.4	Non-Exclusivity; Savings Clause ..........................................................	25
	Section 6.5	Insurance ...............................................................................................	25

ARTICLE VII ACCOUNTING AND RECORDS; TAX MATTERS ................................			25
	Section 7.1	Accounting and Records .......................................................................	25
	Section 7.2	Preparation of Tax Returns ....................................................................	25
	Section 7.3	Tax Elections .........................................................................................	26
	Section 7.4	Tax Controversies ..................................................................................	26
	Section 7.5	Code § 83 Safe Harbor Election ............................................................	27

ARTICLE VIII TRANSFER OF UNITS; ADMISSION OF NEW MEMBERS ..............			28
	Section 8.1	Transfer of Units ...................................................................................	28
	Section 8.2	Recognition of Transfer; Substituted and Additional Members ............	28
	Section 8.3	Expense of Transfer; Indemnification ...................................................	30
	Section 8.4	Exchange Agreement ............................................................................	30
	Section 8.5	Change of Control Transactions ............................................................	30

ARTICLE IX WITHDRAWAL AND RESIGNATION OF UNITHOLDERS .................			30
	Section 9.1	Withdrawal and Resignation of Unitholders .........................................	30

ARTICLE X DISSOLUTION AND LIQUIDATION ..........................................................			30
	Section 10.1	Dissolution .............................................................................................	30
	Section 10.2	Liquidation and Termination .................................................................	31
	Section 10.3	Securityholders Agreement ...................................................................	32
	Section 10.4	Cancellation of Certificate .....................................................................	32
	Section 10.5	Reasonable Time for Winding Up .........................................................	32
	Section 10.6	Return of Capital ...................................................................................	32
	Section 10.7	Hart-Scott-Rodino .................................................................................	32

ARTICLE XI GENERAL PROVISIONS .............................................................................			32
	Section 11.1	Power of Attorney .................................................................................	32
	Section 11.2	Amendments ..........................................................................................	33
	Section 11.3	Title to the Company Assets .................................................................	33
	Section 11.4	Remedies ...............................................................................................	33
	Section 11.5	Successors and Assigns .........................................................................	33
	Section 11.6	Severability ............................................................................................	33

iii


Section 11.7	Counterparts; Binding Agreement .........................................................	33
Section 11.8	Descriptive Headings; Interpretation .....................................................	34
Section 11.9	Applicable Law .....................................................................................	34
Section 11.10	Addresses and Notices ...........................................................................	34
Section 11.11	Creditors ................................................................................................	34
Section 11.12	No Waiver .............................................................................................	34
Section 11.13	Further Action .......................................................................................	35
Section 11.14	Entire Agreement ..................................................................................	35
Section 11.15	Delivery by Electronic Means ...............................................................	35
Section 11.16	Certain Acknowledgments ....................................................................	35
Section 11.17	Consent to Jurisdiction; WAIVER OF TRIAL BY JURY ....................	35
Section 11.18	Representations and Warranties ............................................................	36
Section 11.19	Tax Receivable Agreement ...................................................................	36

ACCELEVATION HOLDINGS LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT of Accelevation Holdings LLC, a

Delaware limited liability company (the “Company”), is entered into as of September 30, 2026, by and

among the Company, Accelevation Holdings Corp., a Delaware corporation (“Pubco”), Instor Blocker,

Inc., a Delaware corporation (“Instor Blocker”), and Accelevation Investment Holdings LLC, a Delaware

limited liability company (“Holdings”). Capitalized terms used but not otherwise defined herein shall

have the meanings ascribed to such terms in Article I.

WHEREAS, the Certificate was filed with the Office of the Secretary of State of Delaware on

September 23, 2026;

WHEREAS, in connection with and prior to the initial public offering of Class A Common Stock

of Pubco (the “IPO”), Pubco acquired certain Company membership interests;

WHEREAS, in connection with the IPO: (i) the Company and the Members desire to recapitalize

the Company’s membership interests pursuant to this Agreement such that (A) all of the membership

interests held by Holdings as of the date hereof are automatically converted into a number of Series B

Common Units that have an equivalent aggregate value as of the date hereof and (B) all of the

membership interests held by Pubco as of the date hereof are automatically converted into a number of

Series A Common Units that have an equivalent aggregate value as of the date hereof; (ii) Pubco will

purchase Series A Common Units using a portion of the net proceeds of the IPO; and (iii) Pubco, the

Company and Holdings will enter into an Exchange Agreement, pursuant to which Holdings will be

permitted to exchange Series B Common Units (together with the corresponding number of shares of

Class B Common Stock) for Class A Common Stock or the Cash Payment (as defined therein) (clauses (i)

through (iii), collectively, the “IPO Transactions”); and

WHEREAS, the parties hereto desire to enter into this Agreement to give effect to the IPO

Transactions and reflect the admission of Pubco as the sole manager of the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members,

intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the following meaning:

“704(c) Event” has the meaning set forth in Section 4.5(b).

“Additional Member” means a Person admitted to the Company as a Member pursuant to Section

8.2.

“Adjusted Capital Account Deficit” means, with respect to any Capital Account as of the end of

any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this

purpose, such Person’s Capital Account balance shall be (i) reduced for any items described in Treasury

Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) and (ii) increased for any amount such Person is

obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury

Regulation Sections 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1)

and 1.704-2(i) (relating to Minimum Gain).

“Affiliate” of any Person means any other Person controlled by, controlling or under common

control with such Person, and in the case of any Unitholder that is a partnership, limited liability

company, corporation or similar entity, any partner, member or stockholder of such Unitholder; provided,

that the Company and its Subsidiaries shall not be deemed to be Affiliates of any Unitholder. As used in

this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and

“under common control with”) shall mean possession, directly or indirectly, of power to direct or cause

the direction of management or policies (whether through ownership of securities, by contract or

otherwise).

“Agreement” means this Limited Liability Company Agreement, as it may be amended, modified

and/or waived from time to time in accordance with the terms hereof.

“Assumed Tax Liability” means, with respect to any Unitholder for any Fiscal Quarter, an

amount, which in the good faith estimation of the Manager, equals the product of (a) the amount of

taxable income of the Company allocable to such Unitholder in respect of such Fiscal Quarter (which

shall include gross or net income allocations of items of Profit or Loss), determined (w) by assuming such

Unitholder earned solely the items of income, gain, deduction, loss and/or credit allocated to such

Unitholder by the Company for such taxable period, (x) by including adjustments under Section 732(d),

734(b) and 743(b) of the Code, (y) by including adjustments to taxable income in respect of

Section 704(c) of the Code and (z) reducing such taxable income by net taxable losses of the Company

allocated to such Unitholder for prior taxable periods beginning after the date hereof to the extent that

such losses are of a character (ordinary or capital) that would permit the losses to be deducted by such

Unitholder against the current taxable income of the Company allocable to the Unitholder for such Fiscal

Quarter and have not previously been taken into account in determining such Unitholder’s Assumed Tax

Liability, multiplied by (b) the Assumed Tax Rate; provided that in the case of Pubco, the Assumed Tax

Liability shall in no event be less than an amount that will enable Pubco to meet its obligations pursuant

to the Tax Receivable Agreement for the relevant Taxable Year.

“Assumed Tax Rate” means the combined maximum U.S. federal, state and local income tax rate

applicable to a taxable individual or corporation in any jurisdiction in the United States (whichever is

higher), including pursuant to Section 1411 of the Code, in each case, taking into account all jurisdictions

in which the Company is required to file income tax returns and the relevant apportionment information,

in effect for the applicable Fiscal Quarter (making an appropriate adjustment for any rate changes that

take place during such period and taking into account the character of the income).

“Base Rate” means, as of any date, a variable rate per annum equal to the rate of interest most

recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Board” means the board of directors of Pubco.

“Book Value” means, with respect to any of the Company property, the Company’s adjusted

basis for federal income Tax purposes, adjusted from time to time to reflect the adjustments required or

permitted (in the case of permitted adjustments, to the extent the Company makes such permitted

adjustments) by Treasury Regulation Sections 1.704-1(b)(2)(iv)(d)-(g).

“Business Day” means any day other than a Saturday, Sunday or other day on which the banks in

New York, New York, Chicago, Illinois or Miamisburg, Ohio are authorized by law to be closed.

“Capital Account” means the capital account maintained for a Member pursuant to Section 3.6

and the other applicable provisions of this Agreement.

“Capital Contributions” means any cash, cash equivalents, promissory obligations or the Fair

Market Value of other property which a Unitholder contributes or is deemed by the Manager to have

contributed to the Company with respect to any Unit pursuant to Section 3.1 or Section 3.11.

“Cash Payment” has the meaning set forth in the Exchange Agreement.

“Certificate” means the Company’s Certificate of Formation as filed with the Secretary of State

of Delaware, as the same may be amended from time to time.

“Change of Control Exchange” has the meaning set forth in the Exchange Agreement.

“Class A Common Stock” means shares of Class A common stock, par value $0.0001 per share,

of Pubco.

“Class A Common Stock Value” has the meaning set forth in the Exchange Agreement.

“Class B Common Stock” means shares of Class B common stock, par value $0.0001 per share,

of Pubco.

“Code” means the United States Internal Revenue Code of 1986, as amended. Such term, if

elected by the Manager in its sole discretion, shall be deemed to include any future amendments to the

Code and any corresponding provisions of succeeding Code provisions (whether or not such amendments

and corresponding provisions are mandatory or discretionary).

“Common Units” means the Series A Common Units and the Series B Common Units.

“Company” has the meaning set forth in the Preamble.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq.,

as it may be amended from time to time, and any successor thereto.

“Distribution” means each distribution made by the Company to a Unitholder, with respect to

such Person’s Units, whether in cash, property or securities and whether by liquidating distribution,

redemption, repurchase or otherwise; provided that notwithstanding anything in the foregoing to the

contrary, none of the following shall be deemed to be a Distribution hereunder: (i) any recapitalization,

exchange or conversion of securities of the Company; (ii) any subdivision (by unit split or otherwise) or

any combination (by reverse unit split or otherwise) of any outstanding Units; (iii) any Tax Distribution

and (iv) any repurchase of Units pursuant to any right of first refusal or similar repurchase right in favor

of the Company.

“Equity Agreement” has the meaning set forth in Section 3.2(a).

“Equity Securities” means (i) any Units, capital stock, partnership, membership or limited

liability company interests or other equity interests (including other classes, groups or series thereof

having such relative rights, powers and/or obligations as may from time to time be established by the

Manager, including rights, powers and/or duties different from, senior to or more favorable than existing

classes, groups and series of Units, capital stock, partnership, membership or limited liability company

interests or other equity interests, and including any profits interests), (ii) obligations, evidences of

indebtedness or other securities or interests convertible or exchangeable into Units, capital stock,

partnership interests, membership or limited liability company interests or other equity interests and (iii)

warrants, options or other rights to purchase or otherwise acquire Units, capital stock, partnership

interests, membership or limited liability company interests or other equity interests. Unless the context

otherwise indicates, the term “Equity Securities” refers to Equity Securities of the Company.

“Event of Withdrawal” means the death, retirement, resignation, expulsion, bankruptcy or

dissolution of a Member or the occurrence of any other event that terminates the continued membership

of a Member in the Company.

“Exchange” has the meaning set forth in the Exchange Agreement.

“Exchange Agreement” means the Exchange Agreement, dated as of the date hereof, by and

among Pubco, the Company and Holdings, as the same may be amended, amended and restated or

replaced from time to time.

“Exchange Rate” has the meaning set forth in the Exchange Agreement.

“Exchangeable Unit” has the meaning set forth in the Exchange Agreement.

“Exchanged Unit Amount” has the meaning set forth in the Exchange Agreement.

“Fair Market Value” means, as of any date of determination, (i) with respect to a Unit, such

Unit’s Pro Rata Share as of such date, (ii) with respect to a share of Class A Common Stock, the Class A

Common Stock Value as of such date, and (iii) with respect to any other non-cash assets, the fair market

value for such property as between a willing buyer under no compulsion to buy and a willing seller under

no compulsion to sell in an arm’s-length transaction occurring on such date, taking into account all

relevant factors determinative of value (including in the case of securities, any restrictions on transfer

applicable thereto or, if such securities are traded on a securities exchange or automated or electronic

quotation system, the quoted price for such securities as of the date of determination), as reasonably

determined in good faith by the Manager.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and

December 31, or such other quarterly accounting period as may be established by the Manager.

“Fiscal Year” means the 12-month period ending on December 31, or such other annual

accounting period as may be established by the Manager.

“Forfeiture Allocations” has the meaning set forth in Section 4.3.

“Governmental Entity” means the United States of America or any other nation, any state or other

political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or

administrative functions of government.

“Holdings” has the meaning set forth in the Preamble, together with its successors and assigns;

provided that, in the event that Holdings has not appointed a successor prior to the date on which it

dissolves, liquidates, winds up, terminates or otherwise ceases to exist, Olympus shall be deemed to be a

successor to Holdings for all applicable purposes of this Agreement, including Section 7.4.

“HSR Act” has the meaning set forth in Section 10.7.

“Indemnitee” has the meaning set forth in Section 6.2.

“Instor Blocker” has the meaning set forth in the Preamble.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time

to time.

“IPO” has the meaning set forth in the Recitals.

“IPO Transactions” has the meaning set forth in the Recitals.

“IPO 704(c) Event” has the meaning set forth in Section 3.12.

“IRS Notice” has the meaning set forth in Section 7.5.

“Liquidation Assets” has the meaning set forth in Section 10.2(b).

“Liquidation FMV” has the meaning set forth in Section 10.2(b).

“Liquidation Statement” has the meaning set forth in Section 10.2(b).

“Losses” means items of the Company loss and deduction determined according to Section 3.6.

“Manager” means (i) Pubco so long as Pubco has not withdrawn as the Manager pursuant to

Section 5.1(c) and (ii) any successor thereof appointed as Manager in accordance with Section 5.1(c).

Unless the context otherwise requires, references herein to the Manager shall refer to the Manager acting

in its capacity as such.

“Member” means each Person listed on the Unit Ownership Ledger and any Person admitted to

the Company as a Substituted Member or Additional Member in accordance with the terms and

conditions of this Agreement, in each case, in such Person's capacity as a member of the Company; but in

each case only for so long as such Person is shown on the Company’s books and records as the owner of

one or more Units.

“Minimum Gain” means the partnership minimum gain determined pursuant to Treasury

Regulation Section 1.704-2(d).

“Notice Date” has the meaning set forth in Section 4.5(b).

“Obligations” has the meaning set forth in Section 6.2.

“Olympus” means Olympus Growth Fund VII, L.P., a Delaware limited partnership, or

its designee.

“Partnership Representative” has the meaning set forth in Section 7.4(a).

“Partnership Tax Audit Rules” means Code Sections 6221 through 6241, together with any

guidance issued thereunder or successor provisions and any similar provision of state or local Tax laws.

“Permitted Transferee” means, with respect to any Person, (i) any of such Person’s Affiliates and

(ii) any direct or indirect partner, member, stockholder or other equityholder of such Person.

“Person” means an individual, a partnership, a corporation, a limited liability company, an

association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or

other entity or a Governmental Entity.

“Pro Rata Share” means with respect to each Unit, the proportionate amount such Unit would

receive if an amount equal to the Total Equity Value were distributed to all Units in accordance with

Section 4.1(b), as determined in good faith by the Manager.

“Profits” means items of the Company income and gain determined according to Section 3.6.

“Pubco” has the meaning set forth in the Preamble.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of

the date hereof, by and among Pubco and certain other parties thereto, as the same may be amended,

amended and restated or replaced from time to time.

“Regulatory Allocations” has the meaning set forth in Section 4.3(e).

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and

regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a

specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding

provisions of future law.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and

applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any

reference herein to a specific section, rule or regulation of the Securities Exchange Act shall be deemed to

include any corresponding provisions of future law.

“Series A Common Unit” means a Unit having the rights and obligations specified with respect to

a Series A Common Unit in this Agreement.

“Series B Common Unit” means a Unit having the rights and obligations specified with respect to

a Series B Common Unit in this Agreement; provided, that a Series B Common Unit shall not have any

voting rights under this Agreement or the Delaware Act.

“Specified Audit” has the meaning set forth in Section 7.4(c).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company,

partnership, association or business entity of which (i) if a corporation, a majority of the total voting

power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the

election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,

by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a

limited liability company, partnership, association or other business entity (other than a corporation), a

majority of partnership or other similar ownership interests thereof is at the time owned or controlled,

directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.

For purposes hereof and without limitation, a Person or Persons shall be deemed to have a majority

ownership interest in a limited liability company, partnership, association or other business entity (other

than a corporation) if such Person or Persons shall be allocated a majority of limited liability company,

partnership, association or other business entity gains or losses or shall be or control the manager,

managing member, managing director (or a board comprised of any of the foregoing) or general partner

of such limited liability company, partnership, association or other business entity. For purposes hereof,

references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has

one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of

the Company.

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to

Section 8.2.

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, franchise,

estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise,

natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs,

duties, real property, personal property, capital stock, social security, unemployment, disability, payroll,

license, employee or other withholding or other tax of any kind whatsoever, including any transferee

liability and any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

“Tax Advances” has the meaning set forth in Section 4.6.

“Tax Distribution” has the meaning set forth in Section 4.1(a)(i).

“Tax Distribution Conditions” has the meaning set forth in Section 4.1(a)(i).

“Tax Distribution Date” means April 10, June 10, September 10 and December 10 of each

calendar year, which shall be adjusted by the Manager as reasonably necessary to take into account

changes in estimated tax payment due dates for U.S. federal income Taxes under applicable law.

“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of the date hereof,

by and among Pubco, the Company and the other parties thereto, as the same may be amended, amended

and restated or replaced from time to time.

“Taxable Year” means the Company’s accounting period for federal income Tax purposes

determined pursuant to Section 7.3.

“Total Equity Value” means, as of any date of determination, the aggregate proceeds which

would be received by the Unitholders if: (i) the assets of the Company were sold at their fair market value

to an independent third-party on arm’s-length terms, with neither the seller nor the buyer being under

compulsion to buy or sell such assets; (ii) the Company satisfied and paid in full all of its obligations and

liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any

amounts reserved by the Manager with respect to any contingent or other liabilities); and (iii) such net

sale proceeds were then distributed in accordance with Section 4.1, all as determined by the Manager in

good faith based upon the Class A Common Stock Value as of such date.

“Traditional Method with Curative Allocations” has the meaning set forth in Section 4.5(b).

“Transaction Documents” means, collectively, this Agreement, the Exchange Agreement, the

Registration Rights Agreement and the Tax Receivable Agreement.

“Transfer” has the meaning set forth in Section 8.1.

“Treasury Regulations” means the income Tax regulations promulgated under the Code and

effective as of the date of this Agreement. Such term, if elected by the Manager in its sole discretion, shall

be deemed to include any future amendments to such regulations and any corresponding provisions of

succeeding regulations (whether or not such amendments and corresponding provisions are mandatory or

discretionary).

“Unit” means a limited liability company interest in the Company of a Member or representing a

fractional part of the interests in Profits, Losses and Distributions of the Company held by all Members

and shall include Common Units.

“Unit Ownership Ledger” has the meaning set forth in Section 3.1(b).

“Unitholder” means any owner of one or more Units as reflected on the Company’s books and

records.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1Formation of LLC. The Company was formed in the State of Delaware on

September 23, 2026 pursuant to the provisions of the Delaware Act.

Section 2.2Limited Liability Company Agreement. The Members hereby execute this

Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in

accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of

the Company set forth in Section 2.6 the rights, powers and obligations of the Unitholders with respect to

the Company will be determined in accordance with the terms and conditions of this Agreement and,

except where the Delaware Act provides that such rights, powers and obligations specified in the

Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words

of similar effect and such rights, powers and obligations are set forth in this Agreement, the Delaware

Act; provided that, notwithstanding the foregoing and anything else to the contrary, Section 18-305(a) of

the Delaware Act (entitled “Access to and Confidentiality of Information; Records”) shall not apply to or

be incorporated into this Agreement and each Unitholder hereby expressly waives any and all rights under

such Section of the Delaware Act.

Section 2.3Name . The name of the Company shall be “Accelevation Holdings LLC”. The

Manager may change the name of the Company at any time and from time to time. Notification of any

such name change shall be given to all Unitholders. The Company’s business may be conducted under its

name and/or any other name or names deemed advisable by the Manager.

Section 2.4Purpose. The purpose and business of the Company shall be to manage and

direct the business operations and affairs of the Company and its Subsidiaries and to engage in any other

lawful acts or activities for which limited liability companies may be organized under the Delaware Act.

Section 2.5Principal Office; Registered Office. The principal office of the Company shall

be located at 9555 Springboro Pike Ste 400, Miamisburg, Ohio, 45342, or at such other place inside or

outside the state of Delaware as the Manager may from time to time designate, and all business and

activities of the Company shall be deemed to have occurred at its principal office. The Company may

maintain offices at such other place or places as the Manager deems advisable. The address of the

registered office of the Company in the State of Delaware shall be the office of the initial registered agent

named in the Certificate or such other office (which need not be a place of business of the Company) as

the Manager may designate from time to time in the manner provided by applicable law, and the

registered agent for service of process on the Company in the State of Delaware at such registered office

shall be the registered agent named in the Certificate or such Person or Persons as the Manager may

designate from time to time in the manner provided by applicable law.

Section 2.6Term. The term of the Company commenced upon the filing of the Certificate

with the office of the Secretary of State of the State of Delaware in accordance with the Delaware Act and

shall continue in existence until the cancellation of the Certificate in accordance with the Delaware Act.

Section 2.7No State-Law Partnership. The Unitholders intend that the Company not be a

partnership (including a limited partnership) or joint venture, and that no Unitholder be a partner or joint

venturer of any other Unitholder by virtue of this Agreement, for any purposes other than as set forth in

the last sentence of this Section 2.7, and neither this Agreement nor any other document entered into by

the Company or any Unitholder relating to the subject matter hereof shall be construed to suggest

otherwise. The Unitholders intend that the Company shall be treated as a partnership for federal and, if

applicable, state or local income Tax purposes, and that each Unitholder and the Company shall file all

Tax returns and shall otherwise take all Tax and financial reporting positions in a manner consistent with

such treatment.

ARTICLE III

UNITS, CAPITAL CONTRIBUTIONS AND ACCOUNTS

Section 3.1Units; Capitalization.

(a)Units; Capitalization. The Company shall have the authority to issue an unlimited number

of Series A Common Units and Series B Common Units. The ownership by a Member of Common Units

shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash

and other property as set forth in Article IV hereof.

(b)Unit Ownership Ledger; Capital Contributions. The Manager shall create and maintain a

ledger (the “Unit Ownership Ledger”) setting forth the name and address of each Unitholder, the number

of each class of Units held of record by each such Unitholder and the amount of the Capital Contribution

made with respect to each class of Units and the date of such Capital Contribution. Upon any change in

the number or ownership of outstanding Units (whether upon an issuance of Units, a Transfer of Units, a

cancellation of Units or otherwise), the Manager shall amend and update the Unit Ownership Ledger.

Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive

record of the Units that have been issued and are outstanding. Each Unitholder named in the Unit

Ownership Ledger has made (or shall be deemed to have made) Capital Contributions to the Company as

set forth in the Unit Ownership Ledger in exchange for the Units specified in the Unit Ownership Ledger.

Any reference in this Agreement to the Unit Ownership Ledger shall be deemed a reference to the Unit

Ownership Ledger as amended and in effect from time to time.

(c)Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the

request of any Member, the Manager may cause the Company to issue one or more certificates to any

such Member holding Units representing in the aggregate the Units held by such Member. If any

certificate representing Units is issued, then such certificate shall bear a legend substantially in the

following form:

THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A

MEMBERSHIP INTEREST IN ACCELEVATION HOLDINGS LLC. THE

MEMBERSHIP INTEREST IN ACCELEVATION HOLDINGS LLC

REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED

UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY

NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED,

SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN

COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN

ACCELEVATION HOLDINGS LLC REPRESENTED BY THIS

CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET

FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF

ACCELEVATION HOLDINGS LLC, DATED AS OF SEPTEMBER 30, 2026,

AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF

WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD

HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

(d)Conversion of Prior Membership Interests. Contemporaneous with the execution and

effectiveness of this Agreement, all of the membership interests in the Company that were issued and

outstanding and held by the Members immediately prior to the effectiveness of this Agreement are hereby

converted into the Series A Common Units and Series B Common Units, respectively, as set forth on the

Unit Ownership Ledger.

Section 3.2Authorization and Issuance of Additional Units.

(a)The Manager shall have the right to cause the Company to issue and/or create and issue at

any time after the date hereof, and for such amount and form of consideration as the Manager may

determine, additional Units or other Equity Securities of the Company (including creating classes or

series thereof having such powers, designations, preferences and rights as may be determined by the

Manager). The Manager shall have the power to make such amendments to this Agreement in order to

provide for such powers, designations, preferences and rights as the Manager in its discretion deems

necessary or appropriate to give effect to such additional authorization or issuance in accordance with the

provisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the date of

this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement

accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other

documents, instruments and agreements to effect such purchase as are required by the Manager (including

such documents, instruments and agreements entered into on or prior to the date of this Agreement by the

Members, each, an “Equity Agreement”). The Company may not issue any additional Series A Common

Units or other Equity Securities to Pubco or any of its Subsidiaries except as set forth in Section 3.2(b),

Section 3.2(c) or Section 3.2(d).

(b)At any time Pubco issues one or more shares of Class A Common Stock or any other

Equity Securities of Pubco (other than an issuance of the type covered by Section 3.2(d) or an issuance to

a holder of Exchangeable Units pursuant to the Exchange Agreement, as described in Section 3.2(c)),

Pubco shall contribute to the Company all of the net proceeds (if any) received by Pubco with respect to

such share or shares of Class A Common Stock or other Equity Securities of Pubco. Upon the

contribution by Pubco to the Company of all of such net proceeds so received by Pubco, the Manager

shall cause the Company to issue a number of Series A Common Units (if Pubco issues shares of Class A

Common Stock), determined based upon the Exchange Rate then in effect, or an equal number of such

Equity Securities of the Company corresponding to the Equity Securities issued by Pubco (if Pubco issues

Equity Securities other than shares of Class A Common Stock) registered in the name of Pubco so that the

aggregate number of Series A Common Units and other Equity Securities of the Company held by Pubco

at all times equals the number of shares of Class A Common Stock and other Equity Securities issued by

Pubco issued and outstanding; provided, however, that if Pubco issues one or more shares of Class A

Common Stock or other Equity Securities of Pubco, some or all of the net proceeds of which are to be

used to fund expenses or other obligations of Pubco for which Pubco would be permitted a Distribution

pursuant to Article IV, then Pubco shall not be required to transfer such net proceeds to the Company

which are used or will be used to fund such expenses or obligations; provided further, that if Pubco issues

any shares of Class A Common Stock in order to purchase or fund the purchase of Common Units from a

Member (other than a Subsidiary of Pubco), then the Company shall not issue any new Common Units

registered in the name of Pubco in accordance with Section 3.2(c) and Pubco shall not be required to

transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be

transferred by Pubco to such other Member as consideration for such purchase). Notwithstanding the

foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class

A Common Stock of rights to purchase Equity Securities of Pubco under a “poison pill” or similar

shareholder’s rights plan (it being understood that (i) upon exchange of Exchangeable Units for Class A

Common Stock pursuant to the Exchange Agreement, such Class A Common Stock would be issued

together with any such corresponding right, and (ii) in the event such rights to purchase Equity Securities

of Pubco are triggered, Pubco will ensure that the holders of Common Units that have not been exchanged

prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such

plan).

(c)At any time a holder of Exchangeable Units exchanges such Exchangeable Units for

shares of Class A Common Stock, the Company shall cancel such Exchangeable Units. Upon the

cancellation by the Company of the Exchangeable Units exchanged for shares of Class A Common Stock,

the Manager shall cause the Company to issue a number of Series A Common Units equal to the

Exchanged Unit Amount, registered in the name of Pubco in accordance with Section 2.6 of the Exchange

Agreement. At any time a holder of Exchangeable Units exchanges such Exchangeable Units for a Cash

Payment, the Company shall cancel such Exchangeable Units and the Manager shall cause the Company

to issue a number of Series A Common Units equal to the Exchanged Unit Amount, registered in the

name of Pubco in accordance with Section 2.6 of the Exchange Agreement.

(d)At any time Pubco issues one or more shares of Class A Common Stock or other Equity

Securities of Pubco in connection with an equity incentive program, whether such share or shares are

issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as

restricted stock or otherwise, the Manager shall cause the Company to issue a corresponding number of

Series A Common Units or Equity Securities of the Company corresponding to the Equity Securities

issued by Pubco (if Pubco issues Equity Securities other than shares of Class A Common Stock), and with

substantially the same rights to dividends and distributions (including distributions upon liquidation) and

other economic rights as those of such Equity Securities of Pubco so issued, registered in the name of

Pubco (determined based upon the Exchange Rate then in effect) so that the aggregate number of Series A

Common Units and other Equity Securities held by Pubco at all times equals the number of shares of

Class A Common Stock and other Equity Securities issued and outstanding; provided that Pubco shall be

required to contribute to the Company all (but not less than all) of the net proceeds (if any) received by

Pubco from or otherwise in connection with such issuance of one or more shares of Class A Common

Stock or other Equity Securities of Pubco, including the exercise price of any option exercised. If any

such shares of Class A Common Stock or other Equity Securities so issued by Pubco in connection with

an equity incentive program are subject to vesting or forfeiture provisions, then the Series A Common

Units or other Equity Securities of the Company corresponding to the Equity Securities issued by Pubco

(if Pubco issues Equity Securities other than shares of Class A Common Stock) that are issued by the

Company to Pubco in connection therewith in accordance with the preceding provisions of this Section

3.2(d) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A

Common Stock or other Equity Securities of Pubco vest or are forfeited, then a corresponding number of

the Series A Common Units (determined based upon the Exchange Rate then in effect) or other Equity

Securities issued by the Company corresponding to the Equity Securities issued by Pubco (if Pubco issues

Equity Securities other than shares of Class A Common Stock) in accordance with the preceding

provisions of this Section 3.2(d) shall automatically vest or be forfeited. Any cash or property held by

Pubco or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares

of Class A Common Stock or other Equity Securities of Pubco that fail to vest shall be returned to the

Company upon the forfeiture of such restricted shares of Class A Common Stock or other Equity

Securities of Pubco.

(e)Pubco shall at all times reserve and keep available out of its authorized but unissued

Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of

shares of Class A Common Stock as shall be issuable upon Exchange of all outstanding Series B

Common Units and shares of Class B Common Stock to satisfy its obligations under the Exchange

Agreement; provided that nothing contained herein shall be construed to preclude Pubco from satisfying

its obligations in respect of any such Exchange by delivery of purchased shares of Class A Common

Stock (which may or may not be held in the treasury of Pubco). If any shares of Class A Common Stock

require registration with or approval of any Governmental Entity under any federal or state law before

such shares may be issued upon an Exchange, Pubco shall use reasonable best efforts to cause the

exchange of such shares of Class A Common Stock to be duly registered or approved, as the case may be.

Pubco shall list and use its reasonable best efforts to maintain the listing of the Class A Common Stock

required to be delivered upon any such Exchange prior to such delivery upon the national securities

exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such

Exchange (it being understood that any such shares may be subject to transfer restrictions under

applicable securities laws). Pubco covenants that all shares of Class A Common Stock issued upon an

Exchange will, upon issuance, be validly issued, fully paid and non-assessable.

(f)For purposes of this Section 3.2, “net proceeds” means gross proceeds to Pubco from the

issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and

expenses of Pubco, the Company and their respective Subsidiaries actually incurred in connection with

such issuance.

Section 3.3Repurchase or Redemptions.

(a)Neither Pubco nor any of its Subsidiaries (other than the Company and its Subsidiaries)

may redeem, repurchase or otherwise acquire (i) shares of Class A Common Stock unless substantially

simultaneously therewith the Company redeems, repurchases or otherwise acquires from Pubco or such

Subsidiary an equal number of Series A Common Units for the same price per security, if any, or (ii) any

other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries)

unless substantially simultaneously therewith the Company redeems, repurchases or otherwise acquires

from Pubco or such Subsidiary an equal number of the corresponding class or series of Equity Securities

of the Company with the same rights to dividends and distributions (including distributions upon

liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary for

the same price per security, if any.

(b) The Company may not redeem, repurchase or otherwise acquire (i) any Series A

Common Units from Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries)

unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires

an equal number of shares of Class A Common Stock for the same price per security from holders thereof

or (ii) any other Equity Securities of the Company from Pubco or any of its Subsidiaries (other than the

Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems,

repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of

Pubco or such Subsidiary of a corresponding class or series with substantially the same rights to dividends

and distributions (including distributions on liquidation) and other economic rights as those of such Units

of the Company.

Section 3.4Equity Subdivisions and Combinations. Except in accordance with the

Exchange Agreement or any other adjustments required by this Agreement:

(a)Any subdivision (by equity split, equity distribution, reclassification, recapitalization or

otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of Class

A Common Stock, Class B Common Stock or other related class or series of Equity Security of Pubco

(including any Equity Security held in treasury) shall be accompanied by an identical subdivision or

combination, as applicable, of the Common Units or other related class or series of Equity Security of the

Company, as applicable, with corresponding changes made with respect to any other exchangeable or

convertible Equity Security of the Company and Pubco.

(b)Any subdivision (by equity split, equity distribution, reclassification, recapitalization or

otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the

Units shall be accompanied by an identical subdivision or combination, as applicable, of the Class A

Common Stock, Class B Common Stock or other related class or series of Equity Security of Pubco

(including any Equity Security held in treasury), as applicable, with corresponding changes made with

respect to any other exchangeable or convertible Equity Security of the Company and Pubco.

Section 3.5General Authority. For the avoidance of doubt, but subject to Section 3.1,

Section 3.2, Section 3.3 and Section 3.4, the Company, Pubco and the Manager shall be permitted to

undertake all actions, including an issuance, redemption, reclassification, distribution, division or

recapitalization, with respect to the Series A Common Units as is necessary to maintain at all times a one-

to-one ratio between (i) the number of Series A Common Units owned by Pubco, directly or indirectly,

and the number of outstanding shares of Class A Common Stock and (ii) the number of outstanding

shares of Class B Common Stock held by any Person (other than Pubco) and the number of Series B

Common Units held by such Person.

Section 3.6Capital Accounts.

(a)Maintenance of Capital Accounts. The Company shall maintain a separate Capital

Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).

Without limiting the foregoing, each Unitholder’s Capital Account shall be adjusted:

(i)by adding any additional Capital Contributions made by such Unitholder

in consideration for the issuance of Units;

(ii)by deducting any amounts paid to such Unitholder in connection with the

redemption or other repurchase by the Company of Units;

(iii)by adding any Profits allocated in favor of such Unitholder and

subtracting any Losses allocated in favor of such Unitholder; and

(iv)by deducting any distributions paid in cash or other assets to such

Unitholder by the Company.

(b)Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the

amount of any item of the Company income, gain, loss or deduction to be allocated pursuant to Article IV

and to be reflected in the Capital Accounts, the determination, recognition and classification of any such

item shall be the same as its determination, recognition and classification for federal income Tax purposes

(including any method of depreciation, cost recovery or amortization used for this purpose); provided

that:

(i)the computation of all items of income, gain, loss and deduction shall

include those items described in Code Section 705(a)(1)(B), Code Section 705(a)(2)(B) and

Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are

not includable in gross income or are not deductible for federal income Tax purposes;

(ii)if the Book Value of any Company property is adjusted pursuant to

Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be

taken into account as gain or loss from the disposition of such property;

(iii)items of income, gain, loss or deduction attributable to the disposition of

the Company property having a Book Value that differs from its adjusted basis for Tax purposes

shall be computed by reference to the Book Value of such property;

(iv)items of depreciation, amortization and other cost recovery deductions

with respect to the Company property having a Book Value that differs from its adjusted basis for

Tax purposes shall be computed by reference to the property’s Book Value in accordance with

Treasury Regulation Section 1.704-1(b)(2)(iv)(g);

(v)to the extent an adjustment to the adjusted Tax basis of any of the

Company’s asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required pursuant to

Treasury Regulation Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital

Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of

gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such

basis); and if, as a result of an exercise of a noncompensatory option (as defined in Treasury

Regulations Section 1.721-2(f)) to acquire Units, a Capital Account reallocation is required under

Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective

allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).

Section 3.7Negative Capital Accounts; No Interest Regarding Positive Capital

Accounts. No Unitholder shall be required to pay to any other Unitholder or the Company any deficit or

negative balance which may exist from time to time in such Unitholder’s Capital Account (including

upon and after dissolution of the Company). Except as otherwise expressly provided herein, no

Unitholder shall be entitled to receive interest from the Company in respect of any positive balance in its

Capital Account and no Unitholder shall be liable to pay interest to the Company or any Unitholder in

respect of any negative balance in its Capital Account.

Section 3.8No Withdrawal. No Person shall be entitled to withdraw any part of such

Person’s Capital Contributions or Capital Account or to receive any Distribution from the Company,

except as expressly provided herein.

Section 3.9Loans From Unitholders. Loans by Unitholders to the Company shall not be

considered Capital Contributions. If any Unitholder shall loan funds to the Company in excess of the

amounts required hereunder to be contributed by such Unitholder to the capital of the Company, the

making of such loans shall not result in any increase in the amount of the Capital Account of such

Unitholder. The amount of any such loans shall be a debt of the Company to such Unitholder and shall be

payable or collectible in accordance with the terms and conditions upon which such loans are made.

Section 3.10Adjustments to Capital Accounts for Distributions In-Kind. To the extent

that the Company distributes property in-kind to the Members, the Company shall be treated as making a

distribution equal to the Fair Market Value of such property (as of the date of such distribution) for

purposes of Section 4.1 and such property shall be treated as if it were sold for an amount equal to its Fair

Market Value and any resulting gain or loss shall be allocated to the Members’ Capital Accounts in

accordance with Section 4.2 through Section 4.4. If the Company distributes property in kind to any

Unitholder, the Company shall (a) first, to the extent possible, distribute (and be deemed to distribute) to

such Unitholder any such property that the Unitholder contributed to the Company (or any such property

received by the Company in a tax-deferred exchange for property contributed to the Company by such

Unitholder) and (b) second, to the extent no further distribution can be made in accordance with subclause

(a), or if such Unitholder did not contribute property to the Company, then the Company shall, to the

extent possible, distribute (and be deemed to distribute) to the Unitholder property other than such

property that was contributed to the Company by another Unitholder (or any such property received by

the Company in a tax-deferred exchange for property contributed to the Company by a Unitholder), to the

extent that such Unitholder is entitled to receive a Distribution at such time under the economic priorities

set out in Article IV.

Section 3.11Transfer of Capital Accounts. The original Capital Account established for

each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion

thereof) to which such Substituted Member succeeds at the time such Substituted Member is admitted to

as a Member of the Company. The Capital Account of any Member whose interest in the Company shall

be increased or decreased by means of (a) the Transfer to it of all or part of the Units of another Member

or (b) the repurchase or forfeiture of Units pursuant to any Equity Agreement shall be appropriately

adjusted to reflect such Transfer or repurchase. Any reference in this Agreement to a Capital Contribution

of or Distribution to a Member that has succeeded any other Member shall include any Capital

Contributions or Distributions previously made by or to the former Member on account of the Units of

such former Member Transferred to such Member.

Section 3.12Adjustments to Book Value. The Company shall adjust the Book Value of its

assets to Fair Market Value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) as of

the following times: (a) at the Manager’s discretion in connection with the issuance of Units in the

Company or a more than de minimis Capital Contribution to the Company; (b) at the Manager’s discretion

in connection with the Distribution by the Company to a Member of more than a de minimis amount of

the Company’s assets, including money; and (c) the liquidation of the Company within the meaning of

Treasury Regulations Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an

asset shall be allocated as a Profit or Loss to the Capital Accounts of the Members under Section 4.2

(determined immediately prior to the event giving rise to the revaluation). The Company shall adjust the

Book Value of its property under Treasury Regulations Section 1.704-1(b)(2)(iv)(f) in connection with

and immediately after the IPO Transactions (the “IPO 704(c) Event”).

Section 3.13Compliance With Section 1.704-1(b). The provisions of this Agreement relating

to the maintenance of Capital Accounts are intended to comply with Treasury Regulations

Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury

Regulations. In the event the Manager shall determine that it is prudent to modify the manner in which the

Capital Accounts are computed in order to comply with such Treasury Regulations, the Manager may

make such modification, notwithstanding anything in Section 11.2 to the contrary. The Manager also shall

(a) make any adjustments that are necessary or appropriate to maintain equality between the Capital

Accounts of the Members and the amount of the Company capital reflected on the Company’s balance

sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g),

and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this

Agreement not to comply with Treasury Regulations Section 1.704-1(b).

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

Section 4.1Distributions.

(a)Tax Distributions.

(i)Tax Distributions. To the extent funds of the Company are legally

available for distribution by the Company and such distribution would not be prohibited under

any credit facility to which the Company or any of its Subsidiaries is a party (the “Tax

Distribution Conditions”), with respect to each Fiscal Quarter, on or prior to the relevant Tax

Distribution Date, the Company shall distribute to each Unitholder an amount of cash (each a

“Tax Distribution”) equal to such Unitholder’s Assumed Tax Liability for such Fiscal Quarter. To

the extent a holder of Common Units would receive for any Fiscal Quarter less than its Pro Rata

Share of the aggregate Tax Distributions to be paid pursuant to the preceding sentence, the Tax

Distributions to such Unitholder shall be increased to ensure that all Tax Distributions to holders

of Common Units are made in accordance with their Pro Rata Share. The Manager shall be

entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its

prior estimation of quarterly Tax Distributions and the Tax Distributions that would have been

computed under this Section 4.1(a)(i) based on subsequent information. In the event that due to

the Tax Distribution Conditions the funds available for any Tax Distribution to be made

hereunder are insufficient to pay the full amount of the Tax Distribution that would otherwise be

required under this Section 4.1(a)(i), the Company shall use its reasonable best efforts to

distribute to the Unitholders the amount of funds that are available after application of the Tax

Distribution Conditions on a pro rata basis (according to the amounts that would have been

distributed to each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after

application of the Tax Distribution Conditions) existed in a sufficient amount to make such

Distribution in full). At any time thereafter when additional funds of the Company are available

for Distribution after application of the Tax Distribution Conditions, the Company shall use its

reasonable best efforts to immediately distribute such funds to the Unitholders on a pro rata basis

(according to the amounts that would have been distributed to each Unitholder pursuant to this

Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) would

have existed in a sufficient amount to make such Tax Distribution in full). Notwithstanding the

foregoing, Distributions pursuant to Section 4.1(b) with respect any taxable period shall first be

treated as Tax Distributions pursuant to this Section 4.1(a)(i) to the extent of any entitlement

thereto.

(ii)Additional Tax Distributions. In the event (A) of any audit by, or similar

event with, a taxing authority that affects the calculation of any Unitholder’s Assumed Tax

Liability for any Taxable Year (other than an audit conducted pursuant to the Partnership Tax

Audit Rules for which no election is made pursuant to Code Section 6226 (or any similar

provision of state or local law)) or (B) the Company files an amended tax return, each

Unitholder’s Assumed Tax Liability with respect to such year shall be recalculated by giving

effect to such event (for the avoidance of doubt, taking into account interest and penalties). Any

shortfall in the amount of Tax Distributions the Unitholders and former Unitholders received for

the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be

distributed to such Unitholders and the successors of such former Unitholders in accordance with

their Pro Rata Share of such additional Tax Distributions, except, for the avoidance of doubt, to

the extent Distributions were made to such Unitholders and former Unitholders pursuant to

Section 4.1 in the relevant Taxable Years sufficient to cover such shortfall.

(b)Other Distributions. Except as otherwise set forth in Section 4.1(a), the Manager may

(but shall not be obligated to) make Distributions at such time, in such amounts and in such form

(including in-kind property) as determined by the Manager in its sole discretion, in each case to the

holders of Common Units immediately prior to such Distribution on a pro rata basis.

Section 4.2Allocations. Profits or Losses for any Fiscal Year shall be allocated among the

Unitholders in such a manner as to reduce or eliminate, to the extent possible, any difference, as of the

end of such Fiscal Year, between (a) the sum of (i) the Capital Account of each Unitholder, (ii) such

Unitholder’s share of Minimum Gain (as determined according to Treasury Regulation

Section 1.704-2(g)) and (iii) such Unitholder’s partner nonrecourse debt minimum gain (as defined in

Treasury Regulation Section 1.704-2(i)(2)) and (b) the respective net amounts, positive or negative, which

would be distributed to them or for which they would be liable to the Company under this Agreement and

the Delaware Act, determined as if the Company were to (i) liquidate the assets of the Company for an

amount equal to their Book Value and (ii) distribute the proceeds of such liquidation pursuant to Section

10.2.

Section 4.3Special Allocations.

(a)Minimum Gain Chargeback. Losses attributable to partner nonrecourse debt (as defined

in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury

Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt

minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(2)), Profits for such Taxable Year

(and, if necessary, for subsequent Taxable Years) shall be allocated to the Unitholders in the amounts and

of such character as determined according to Treasury Regulation Section 1.704-2(i)(4).

(b)Unitholder Nonrecourse Debt Minimum Chargeback. Nonrecourse deductions (as

determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be

allocated to each holder of Common Units ratably among such Unitholders based upon their ownership of

Common Units. Except as otherwise provided in Section 4.3(a), if there is a net decrease in the Minimum

Gain during any Taxable Year, each Unitholder shall be allocated Profits for such Taxable Year (and, if

necessary, for subsequent Taxable Years) in the amounts and of such character as determined according

to Treasury Regulation Section 1.704-2(f). This Section 4.3(b) is intended to be a Minimum Gain

chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and

shall be interpreted in a manner consistent therewith.

(c)Qualified Income Offset. If any Unitholder that unexpectedly receives an adjustment,

allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has

an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of

Section 4.3(a) and Section 4.3(b), but before the application of any other provision of this Article IV, then

Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of,

such Adjusted Capital Account Deficit. This Section 4.3(c) is intended to be a qualified income offset

provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a

manner consistent therewith.

(d)Allocation of Certain Profits and Losses. Profits and Losses described in Section

3.6(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital

Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and

(m).

(e)Regulatory Allocations. The allocations set forth in Sections 4.3(a)-(d) (the “Regulatory

Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the

Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the

Unitholders intend to allocate Profit and Loss of the Company or make the Company distributions.

Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory

Allocations, income, gain, deduction and loss shall be reallocated among the Unitholders so as to

eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of

the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profit and

Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to

the Regulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by

specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss)

among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations

to each such Unitholder is zero. In addition, if in any Fiscal Year there is a decrease in partnership

Minimum Gain, or in partner nonrecourse debt Minimum Gain, and application of the Minimum Gain

chargeback requirements set forth in Section 4.3(a) or Section 4.3(b) would cause a distortion in the

economic arrangement among the Unitholders, the Unitholders may, if they do not expect that the

Company will have sufficient other income to correct such distortion, request the Internal Revenue

Service to waive either or both of such Minimum Gain chargeback requirements. If such request is

granted, this Agreement shall be applied in such instance as if it did not contain such Minimum Gain

chargeback requirement.

(f)The Unitholders acknowledge that allocations like those described in Proposed Treasury

Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) may result from the allocations of

Profits and Losses provided for in this Agreement. For the avoidance of doubt, the Company is entitled to

make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of

Profits and Losses will be made in accordance with Proposed Treasury Regulations

Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

(g)Any excess nonrecourse liabilities of the Company, within the meaning of Treasury

Regulation Section 1.752-3(a)(3), shall be allocated to the Members in any manner that is permissible

under the Treasury Regulations.

(h)Any item of deduction with respect to a Tax that is offset at the Manager’s election

pursuant to the second sentence of Section 4.6 against a Distribution to which a Unitholder is otherwise

entitled shall be allocated to such Unitholder. For the avoidance of doubt, all tax deductions described in

this Section 4.3(h) shall be taken into account in determining the amount of any Tax Distribution made

under the provisions of Section 4.1(a)(i).

Section 4.4Offsetting Allocations. If, and to the extent that, any Member is deemed to

recognize any item of income, gain, deduction or loss as a result of any transaction between such Member

and the Company pursuant to Sections 83, 482 or 7872 of the Code or any similar provision now or

hereafter in effect, the Manager shall use its commercially reasonable efforts to allocate any

corresponding Profit or Loss to the Member who recognizes such item in order to reflect the Members’

economic interest in the Company.

Section 4.5Tax Allocations.

(a)Allocations Generally. Except as provided in Section 4.5(b), for federal, state and local

income Tax purposes, each item of income, gain, loss or deduction shall be allocated among the

Unitholders in the same manner and in the same proportion that the corresponding book items have been

allocated among the Unitholders’ respective Capital Accounts; provided that, if any such allocation is not

permitted by the Code or other applicable law, then each subsequent item of income, gains, losses,

deductions and credits will be allocated among the Unitholders so as to reflect as nearly as possible the

allocation set forth herein in computing their Capital Accounts.

(b)Code Section 704(c) Allocations.

(i)As a result of the IPO 704(c) Event, items of Company taxable income,

gain, loss and deduction shall be allocated to take into account any variation between the adjusted

basis of such property for federal income tax purposes and its Book Value, in each case, in

accordance with the “traditional method,” except that the Company shall make curative

allocations of the resulting tax gain from the sale or disposition of each such property in a manner

that is intended to offset the effect of the cumulative amount of any "ceiling rule limitations" with

respect to allocations of depreciation or amortization deductions in respect of any such

differences between the Book Value of any such item of property and its adjusted Tax basis that

are created in connection with any such contribution or adjustment of Book Value for each such

property, as the case may be, as outlined in Treasury Regulation Section 1.704-3(c)(3)(iii)(B) (the

"Traditional Method with Curative Allocations").

(ii)If (A) any property is contributed (or deemed contributed for Tax

purposes) to the Company, or (B) if the Book Value of any Company property is adjusted

pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f) (any such contribution or

adjustment of Book Value described in clauses (A) or (B), a "704(c) Event"), items of Company

taxable income, gain, loss, and deduction shall be allocated using the Traditional Method with

Curative Allocations; provided, that with respect to any 704(c) Event, Holdings may withhold

consent to the use of the Traditional Method with Curative Allocations with respect to such

704(c) Event (including, for the avoidance of doubt, any 704(c) Event in connection with the IPO

Transactions) to the extent Holdings delivers written notice to the Company prior to February 21st

of the Taxable Year following the Taxable Year including the 704(c) Event (the "Notice Date")

that consent is withheld to the use of the Traditional Method with Curative Allocations with

respect to such 704(c) Event, and solely to the extent such written notice is timely delivered and

such consent is not unreasonably withheld or conditioned, Holdings shall cooperate in good faith

to timely agree on an alternative methodology permissible under Section 704(c) of the Code with

respect to the 704(c) Event, and such mutually agreed alternative methodology (unless the

Traditional Method with Curative Allocations is mutually agreed) shall be used by the Company

with respect to such 704(c) Event. The Company shall reasonably cooperate to provide its

analysis and any modeling with respect to the choice of allocation methodology for any Taxable

Year, as well as any other information reasonably requested by Holdings which is reasonably

necessary to determine whether to consent or object to such methodology, at least 10 days in

advance of the Notice Date for such Taxable Year.

(c)Section 754 Election. The Company will make an election under Section 754 of the Code

for its Taxable Year that includes or begins on the date of this Agreement, and shall have such election in

effect for each subsequent Taxable Year, to adjust the basis of the Company property as permitted and

provided in Sections 734 and 743 of the Code, and the Manager shall take commercially reasonable

efforts to cause each Person in which the Company owns a direct or indirect equity interest (other than a

Subsidiary) that is so treated as a partnership to have in effect any such election for such Taxable Years.

Such election shall be effective solely for federal (and, if applicable, state and local) income Tax purposes

and shall not result in any adjustment to the Book Value of any Company asset or to the Member’s

Capital Accounts (except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)).

(d)Allocation of Tax Credits, Tax Credit Recapture, Etc. Allocations of Tax credits, Tax

credit recapture and any items related thereto shall be allocated to the Unitholders according to their

interests in such items as determined by the Manager taking into account the principles of Treasury

Regulation Section 1.704-1(b)(4)(ii) and (viii).

(e)Corrective Allocations. If necessary, the Company will make corrective allocations as set

forth in Treasury Regulation Section 1.704-1(b)(4)(x).

(f)Effect of Allocations. Allocations pursuant to this Section 4.5 are solely for purposes of

federal, state and local Taxes and shall not affect, or in any way be taken into account in computing, any

Unitholder’s Capital Account or share of Profits, Losses, Distributions (other than Tax Distributions) or

other items pursuant to any provision of this Agreement.

Section 4.6Indemnification and Reimbursement for Payments on Behalf of a Member.

Except as otherwise provided in Article VI, if the Company (or any other entity in which the Company

owns a direct or indirect interest) is required by law to make any payment to a Governmental Entity that

is specifically attributable to a Member or a Member’s status as such (including federal withholding

Taxes, state personal property Taxes and state unincorporated business Taxes, Taxes arising under the

Partnership Tax Audit Rules, the amount of any Taxes imposed under Code Section 1446(f), and any

interest, penalties, additions to Tax and expenses related to any such amounts) (“Tax Advances”), then

such Member shall indemnify and contribute to the Company in full for the entire amount of Tax

Advances paid. The Manager may offset Distributions to which a Person is otherwise entitled under this

Agreement against such Person’s obligation to indemnify the Company for Tax Advances under this

Section 4.6 or with respect to any other amounts owed by the Member to the Company or any of its

Subsidiaries. A Member’s obligation to indemnify and make contributions to the Company under this

Section 4.6 shall survive the transfer or termination of any Member’s interest in any Units of the

Company, the termination of this Agreement, and the termination, dissolution, liquidation and winding up

of the Company (and for purposes of this Section 4.6 to the extent not prohibited by applicable law, the

Company shall be treated as continuing in existence). The Company may pursue and enforce all rights

and remedies it may have against each Member under this Section 4.6, including instituting a lawsuit to

collect such indemnification and contribution, with interest calculated at a rate equal to the Base Rate plus

three percentage points per annum (but not in excess of the highest rate per annum permitted by law),

compounded on the last day of each Fiscal Quarter. For the avoidance of doubt, any Taxes, penalties and

interest payable under the Partnership Tax Audit Rules by the Company or any fiscally transparent entity

in which the Company owns an interest shall be treated as Tax Advances specifically allocable to the

Members and the Partnership Representative shall use commercially reasonable efforts to allocate the

burden of (or any diminution in distributable proceeds resulting from) any such Taxes, penalties or

interest to the Members to whom such amounts are specifically attributable (whether as a result of their

status, actions, inactions or otherwise) as determined by the Partnership Representative.

ARTICLE V

MANAGEMENT AND CONTROL OF BUSINESS

Section 5.1Management.

(a)Except as otherwise specifically provided in this Agreement or the Delaware Act, the

business, property and affairs of the Company shall be managed, operated and controlled at the sole,

absolute and exclusive direction of the Manager in accordance with the terms of this Agreement. No

Members shall have management authority or voting or other rights over, or any other ability to take part

in the conduct or control of the business of, the Company. The Manager is hereby designated as a

“manager” within the meaning of Section 18-101(12) of the Delaware Act. The Manager is, to the extent

of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the

Company’s business, and the actions of the Manager taken in accordance with such rights and powers

shall bind the Company (and no Member shall have such right). The Manager shall have all necessary

powers to carry out the purposes, business and objectives of the Company. The Manager may delegate in

its discretion the authority to sign agreements and other documents and take other actions on behalf of the

Company to any Person (including any Member, officer or employee of the Company) to enter into and

perform any document on behalf of the Company.

(b)Without limiting Section 5.1(a), the Manager shall have the sole power and authority to

effect any of the following by the Company or any of its Subsidiaries in one or a series of related

transaction, in each case without the vote, consent or approval of any Unitholder: (i) any sale, lease,

transfer, exchange or other disposition of any, all or substantially all of the assets of the Company

(including the exercise or grant of any conversion, option, privilege or subscription right or any other

right available in connection with any assets at any time held by the Company); (ii) any merger,

consolidation, reorganization or other combination of the Company with or into another entity, (iii) any

acquisition; (iv) any issuance of debt or equity securities; (v) any incurrence of indebtedness; or (vi) any

dissolution. Except for any vote, consent or approval of any Unitholder expressly required by this

Agreement, if a vote, consent or approval of the Unitholders is required by the Delaware Act or other

applicable law with respect to any action to be taken by the Company or matter considered by the

Manager, each Unitholder will be deemed to have consented to or approved such action or voted on such

matter in accordance with the consent or approval of the Manager on such action or matter.

(c)Pubco may withdraw as the Manager and appoint as its successor at any time upon

written notice to the Company (a) any wholly-owned Subsidiary of Pubco, (b) any Person of which Pubco

is a wholly-owned Subsidiary, (c) any Person into which Pubco is merged or consolidated or (d) any

transferee of all or substantially all of the assets of Pubco, which withdrawal and replacement shall be

effective upon the delivery of such notice. No appointment of a Person other than Pubco (or its successor,

as the case may be) as Manager shall be effective unless Pubco (or its successor, as the case may be) and

the new Manager provide all Members with contractual rights, directly enforceable by such Members

against the new Manager, to cause the new Manager to comply with all of the Manager’s obligations

under this Agreement.

Section 5.2Investment Company Act. The Manager shall use reasonable best efforts to

ensure that the Company shall not be subject to registration as an investment company pursuant to the

Investment Company Act.

Section 5.3Officers.

(a)Officers. Unless determined otherwise by the Manager, the officers of the Company shall

be a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Secretary and each

other officer of Pubco shall also be an officer of the Company, with the same title. All officers shall be

appointed by the Manager (or by the Chief Executive Officer to the extent the Manager delegates such

authority to the Chief Executive Officer) and shall hold office until their successors are appointed by the

Manager (or by the Chief Executive Officer to the extent the Manager delegates such authority to the

Chief Executive Officer). Two or more offices may be held by the same individual. The officers of the

Company may be removed by the Manager (or by the Chief Executive Officer to the extent the Manager

delegates such authority to the Chief Executive Officer) at any time for any reason or no reason.

(b)Other Officers and Agents. The Manager may appoint such other officers and agents as it

may deem necessary or advisable, who shall hold their offices for such terms and shall exercise such

powers and perform such duties as shall be determined from time to time by the Manager.

(c)Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer

of the Company and shall have the general powers and duties of supervision and management usually

vested in the office of a chief executive officer of a company. He or she shall preside at all meetings of

Members if present thereat.

(d)President. The President shall be the chief executive officer of the Company in the

absence of the Chief Executive Officer. In general, the President shall perform all duties incident to the

office of President and such other duties as may be prescribed from time to time by the Manager.

(e)Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of

the Company and shall keep and maintain or cause to be kept and maintained adequate and correct books

and records of accounts of the properties and business transactions of the Company. The books of account

shall at all times be open to inspection by the Manager. The Chief Financial Officer shall deposit all

monies and other valuables in the name of, and to the credit of, the Company with such depositaries as

may be designated by the Manager.

(f)Treasurer. The Treasurer shall have the custody of Company funds and securities and

shall keep full and accurate account of receipts and disbursements. He or she shall deposit all moneys and

other valuables in the name and to the credit of the Company in such depositaries as may be designated

by the Manager or the Chief Executive Officer. The Treasurer shall disburse the funds of the Company as

may be ordered by the Manager, the Chief Executive Officer or the Chief Financial Officer, taking proper

vouchers for such disbursements. He or she shall render to the Manager and the Chief Executive Officer

whenever either of them may request it, an account of all his or her transactions as Treasurer and of the

financial condition of the Company. If required by the Manager, the Treasurer shall give the Company a

bond for the faithful discharge of his or her duties in such amount and with such surety as the Manager

shall prescribe.

(g)Secretary. The Secretary shall give, or cause to be given, notice of all meetings of

Members and all other notices required by applicable law or by this Agreement, and in case of his or her

absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by

the Chief Executive Officer, or by the Manager. He or she shall record all the proceedings of the meetings

of the Company and shall perform such other duties as may be assigned to him or her by the Manager or

by the Chief Executive Officer.

(h)Other Officers. Other officers, if any, shall have such powers and shall perform such

duties as shall be assigned to them, respectively, by the Manager or by the Chief Executive Officer.

Section 5.4Fiduciary Duties.

(a)Members and Unitholders. To the fullest extent permitted by law and notwithstanding

any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such,

shall owe any fiduciary duty to the Company, the Manager, any Member, any Unitholder or any other

Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual

covenant of good faith and fair dealing. Nothing in this Section 5.4(a) shall limit the liabilities, duties or

obligations of any Member or Unitholder acting in his or her capacity as an officer or manager pursuant to

any other provision of this Agreement.

(b)Manager and Officers. Notwithstanding any other provision to the contrary in this

Agreement, except as set forth in Section 5.4(c), (i) the Manager shall, in its capacity as Manager, and not

in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members

as a member of the board of directors of a Delaware corporation; and (ii) each officer of the Company

shall, in his or her capacity as such, and not in any other capacity, have the same fiduciary duties to the

Company and the Unitholders and Members as an officer of a Delaware corporation. For the avoidance of

doubt, the fiduciary duties described in the immediately preceding clause (i) shall not be limited by the

fact that the Manager shall be permitted to take certain actions in its sole or reasonable discretion pursuant

to the terms of this Agreement or any agreement entered into in connection herewith.

(c)Manager Conflicts. The parties hereto acknowledge that the members of the Board will

owe fiduciary duties to Pubco and its stockholders. The Manager will use commercially reasonable and

appropriate efforts and means, as determined in good faith by the Manager, to minimize any conflict of

interest between the Members, on the one hand, and the stockholders of Pubco, on the other hand, and to

effectuate any transaction that involves or affects any of the Company, the Manager, the Members and/or

the stockholders of Pubco in a manner that does not (i) disadvantage the Members of their interests

relative to the stockholders of Pubco, (ii) advantage the stockholders of Pubco relative to the Members or

(iii) treat the Members and the stockholders of Pubco differently; provided that in the event of a conflict

between the interests of the stockholders of Pubco and the interests of the Members, such Members agree

that the Manager shall discharge its fiduciary duties to such Members by acting in the best interests of

Pubco’s stockholders.

(d)Waiver. Any duties and liabilities set forth in this Agreement shall replace those existing

at law or in equity and each of the Company, each Member and Unitholder and any other Person bound

by this Agreement hereby, to the fullest extent permitted by applicable law, including Section 18-1101(e)

of the Delaware Act, waives the right to make any claim, bring any action or seek any recovery based on

any duties or liabilities existing at law or in equity other than any such duties and liabilities set forth in

this Agreement.

(e)Survival. The provisions of this Section 5.4 shall survive any amendment, repeal or

termination of this Agreement.

ARTICLE VI

EXCULPATION AND INDEMNIFICATION

Section 6.1Exculpation.

(a)Actions in Capacity as a Member or Unitholder. To the fullest extent permitted by

applicable law, and except as otherwise expressly provided herein, no Member, Unitholder (other than the

Manager, acting in its capacity as such) or its respective Indemnitees shall be liable to the Company, any

Member, any Unitholder or any other Person bound by this Agreement as a result of or arising out any

action of or omission by such Member or Unitholder solely in its capacity as a Member or Unitholder,

except to the extent such Obligations arise out of such Member’s (i) material breach of this Agreement or

any other Transaction Document or (ii) bad faith violation of the implied contractual covenant of good

faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a

court of competent jurisdiction (which is not appealable or with respect to which the time for appeal

therefrom has expired and no appeal has been perfected).

(b)Other Actions. To the fullest extent permitted by applicable law, and except as otherwise

expressly provided herein, including Section 6.5, no Indemnitee shall be liable to the Company, any

Member, any Unitholder or any other Person bound by this Agreement as a result of or arising out of the

activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority

reasonably believed by such Indemnitee to be conferred on such Indemnitee, except to the extent such

Indemnitee would not be entitled to exculpation or indemnification pursuant to the articles of

incorporation and bylaws of Pubco (as the same may be amended from time to time).

Section 6.2Indemnification. To the fullest extent permitted by applicable law, each of (a)

the Manager, (b) the Unitholders and the Members and their respective Affiliates, (c) the stockholders,

members, managers, directors, officers, partners, employees and agents of the Unitholders, the Members

and their respective Affiliates and (d) the officers and directors of the Manager, the Company and each of

their Subsidiaries (each, an “Indemnitee”) shall be indemnified and held harmless by the Company from

and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses),

judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits

or proceedings, civil, criminal, administrative or investigative (collectively, “Obligations”), which at any

time may be imposed on, incurred by or asserted against such Indemnitee as a result of or arising out of

this Agreement, Pubco, the Company, their respective assets, businesses or affairs or the activities of the

Indemnitee on behalf of Pubco, the Company or any of their Subsidiaries to the extent within the scope of

the authority reasonably believed to be conferred on such Indemnitee; provided, however, that, to the

extent such Indemnitee is not entitled to exculpation with respect to such Obligations pursuant to Section

6.5, the Indemnitee shall not be entitled to indemnification for any such Obligations to the extent such

Indemnitee would not be entitled to exculpation or indemnification pursuant to the articles of

incorporation and bylaws of Pubco (as the same may be amended from time to time); provided further,

that, to the extent such Indemnitee is entitled to exculpation with respect to such Obligations pursuant to

Section 6.5, the Indemnitee shall not be entitled to indemnification for any such Obligations to the extent

they arise out of such Indemnitee’s (i) material breach of this Agreement or any other Transaction

Document or (ii) bad faith violation of the implied contractual covenant of good faith and fair dealing.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a

plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee was

not entitled to indemnification hereunder. Any indemnification pursuant to this Section 6.2 shall be made

only out of the assets of the Company and no Member shall have any personal liability on account

thereof.

Section 6.3Expenses. Expenses (including reasonable legal fees and expenses) incurred by

an Indemnitee in defending any claim, demand, action, suit or proceeding described in Section 6.2 shall,

from time to time, be advanced by the Company prior to the final disposition of such claim, demand,

action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the

Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be

indemnified as provided in Section 6.2; provided that such undertaking shall be unsecured and interest

free and shall be accepted without regard to an Indemnitee’s ability to repay amounts advanced and

without regard to an Indemnitee’s entitlement to indemnification.

Section 6.4Non-Exclusivity; Savings Clause. The indemnification and advancement of

expenses set forth in Section 6.2 and Section 6.3 shall not be exclusive of any other rights to which those

seeking indemnification or advancement of expenses may be entitled under any other agreement, policy

of insurance or otherwise. The indemnification and advancement of expenses set forth in Section 6.2 and

Section 6.3 shall continue as to an Indemnitee who has ceased to be a named Indemnitee and shall inure

to the benefit of the heirs, executors, administrators, successors and permitted assigns of such a Person. If

Article VI, Section 6.2 or Section 6.3 or any portion hereof shall be invalidated on any ground by any

court of competent jurisdiction, then the Company shall nevertheless exculpate, indemnify and advance

expenses each Indemnitee to the fullest extent permitted by any applicable portion of such sections not so

invalidated and to the fullest extent permitted by applicable law. The exculpation, indemnification and

advancement of expenses provisions set forth in Article VI, Section 6.2 and Section 6.3 shall be deemed

to be a contract between the Company and each of the persons constituting Indemnitees at any time while

such provisions remain in effect, whether or not such Person continues to serve in such capacity and

whether or not such Person is a party hereto. In addition, neither Article VI, Section 6.2 nor Section 6.3

may be retroactively amended to adversely affect the rights of any Indemnitee arising in connection with

any acts, omissions, facts or circumstances occurring prior to such amendment.

Section 6.5Insurance. The Company may purchase and maintain insurance on behalf of the

Indemnitees against any liability asserted against them and incurred by them in such capacity, or arising

out of their status as Indemnitees, whether or not the Company would have the power to indemnify them

against such liability under this Section 6.5.

ARTICLE VII

ACCOUNTING AND RECORDS; TAX MATTERS

Section 7.1Accounting and Records. The books and records of the Company shall be made

and maintained, and the financial position and the results of its operations recorded, at the expense of the

Company, in accordance with such method of accounting as is determined by the Manager. The books

and records of the Company shall reflect all Company transactions and shall be made and maintained in a

manner that is appropriate and adequate for the Company’s business.

Section 7.2Preparation of Tax Returns. The Company shall arrange for the preparation

and timely filing of all Tax returns required to be filed by the Company, including making the elections

described in Section 7.3 and shall use reasonable best efforts to furnish, within seventy-five (75 days of

the close of each Taxable Year, the tax information reasonably required by the Unitholders (including a

final Schedule K-1) for federal and state income Tax and any other Tax reporting purposes. Each

Unitholder shall furnish to the Company all pertinent information in its possession relating to the

Company’s operations that is necessary to enable the Company’s income Tax returns to be prepared and

filed.

Section 7.3Tax Elections. The Taxable Year shall be the Fiscal Year unless otherwise

determined by the Manager and permitted or required by Section 706 of the Code. The Manager shall

determine whether to make or revoke any available election pursuant to the Code, except as otherwise set

forth in this Agreement. Each Unitholder will upon request supply any information necessary to give

proper effect to such election.

Section 7.4Tax Controversies.

(a)The Manager shall be the “partnership representative” (the “Partnership Representative”)

of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to

designate any other Person selected by the Manager as the Partnership Representative or to designate any

Person as the “designated individual” within the meaning of Treasury Regulations Section

301.6223-1(b)(3).

(b)Subject to this Section 7.4, the Partnership Representative shall have the sole authority to

act on behalf of the Company in connection with, make all relevant decisions regarding the application of

and to exercise the rights and powers provided for in, the Partnership Tax Audit Rules, including making

any elections under the Partnership Tax Audit Rules or any decisions to settle, compromise, challenge,

litigate or otherwise alter the defense of any action, claim, proceeding, audit or examination before the

IRS or any other tax authority (each, an “Audit”), and to expend Company funds for professional services

and other expenses reasonably incurred in connection therewith.

(c)Without limiting the foregoing, the Partnership Representative shall give prompt written

notice to Holdings of the commencement of any Audit of the Company or any of its Subsidiaries (a

“Specified Audit”). The Partnership Representative shall (i) keep Holdings reasonably informed of the

material developments of any such Specified Audit, (ii) permit Holdings (or its designee) to participate

(including using separate counsel), in each case at Holdings’ sole cost and expense, in any such Specified

Audit and (iii) promptly notify Holdings of receipt of a notice of a final partnership adjustment (or

equivalent under applicable laws) or a final decision of a court or IRS appeals panel (or equivalent body

under applicable laws) with respect to such Specified Audit. The Partnership Representative or the

Company shall promptly provide Holdings with copies of all material correspondence between the

Partnership Representative or the Company (as applicable) and any Governmental Entity in connection

with such Specified Audit and shall give Holdings a reasonable opportunity to review and comment on

any material correspondence, submission (including settlement or compromise offers) or filing in

connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the

Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or

abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate

(as compared to Pubco) and material adverse effect on Holdings (or its direct or indirect equityholders)

without Holdings’ prior written consent (not to be unreasonably withheld, delayed or conditioned). The

Partnership Representative shall obtain the prior written consent of Holdings (not to be unreasonably

withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any

analogous provision of state or local Law) or (ii) taking any material action under the Partnership Tax

Audit Rules that would reasonably be expected to have a disproportionate (compared to Pubco) and

material adverse effect on Holdings, in the case of each of clauses (i) and (ii).

(d)This Section 7.4 shall be interpreted to apply to Members and former Members and shall

survive the transfer of a Member’s Company Units and the termination, dissolution, liquidation and

winding up of the Company and, for this purpose to the extent not prohibited by applicable law, the

Company shall be treated as continuing in existence.

Section 7.5Code § 83 Safe Harbor Election.

(a)By executing this Agreement, each Unitholder authorizes and directs the Company to

elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in the Internal

Revenue Service Notice 2005-43 (the “IRS Notice”) or in any successor, guidance or provision apply to

any interest in the Company transferred to a service provider by the Company on or after the effective

date of such Revenue Procedure in connection with services provided to the Company. For purposes of

making such Safe Harbor election, the Partnership Representative is hereby designated as the “partner

who has responsibility for federal income Tax reporting” by the Company and, accordingly, that

execution of such Safe Harbor election by the Partnership Representative constitutes execution of a “Safe

Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. Each Unitholder hereby agrees to

comply with all requirements of the Safe Harbor described in the IRS Notice, including, the requirement

that each Unitholder shall prepare and file all federal income Tax returns reporting the income Tax effects

of each Unit issued by the Company that qualifies for the Safe Harbor in a manner consistent with the

requirements of the IRS Notice.

(b)Any Unitholder or former Unitholder that fails to comply with requirements set forth in

Section 7.5(a) shall indemnify and hold harmless the Company and each adversely affected Unitholder

and former Unitholder from and against any and all losses, liabilities, Taxes, damages, judgments, fines,

costs, penalties, amounts paid in settlement and reasonable out-of-pocket costs and expenses incurred in

connection therewith (including, costs and expenses of suits and proceedings and reasonable fees and

disbursements of counsel), in each case resulting from such Unitholder’s or former Unitholder’s failure to

comply with such requirements. The Manager may offset Distributions to which a Person is otherwise

entitled under this Agreement against such Person’s obligation to indemnify the Company and any other

Person under this Section 7.5(b) (and any amount so offset with respect to such Person’s obligation to

indemnify a Person other than the Company shall be paid over to such other Person by the Company). A

Unitholder’s obligations to comply with the requirements of Section 7.5(a) and to indemnify the

Company and any Unitholder or former Unitholder under this Section 7.5(b) shall survive such

Unitholder’s ceasing to be a Unitholder of the Company and/or the termination, dissolution, liquidation

and winding up of the Company, and, for purposes of this Section 7.5, the Company shall be treated as

continuing in existence. The Company and any Unitholder or former Unitholder may pursue and enforce

all rights and remedies it may have against each Unitholder or former Unitholder under this Section

7.5(b), including (i) instituting a lawsuit to collect such indemnification and contribution, with interest

calculated at a rate equal to the Base Rate plus three percentage points per annum (but not in excess of the

highest rate per annum permitted by law), compounded on the last day of each Fiscal Quarter, and (ii)

specific performance and/or immediate injunctive or other equitable relief from any court of competent

jurisdiction (without the necessity of showing actual money damages, or posting any bond or other

security) in order to enforce or prevent any violation of the provisions of Section 7.5(a).

(c)Each Unitholder authorizes the Manager to amend paragraphs (a) and (b) of this Section

7.5 to the extent necessary to achieve substantially the same Tax treatment with respect to any interest

Units Transferred to a service provider by the Company in connection with services provided to the

Company as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the

IRS Notice in subsequent Internal Revenue Service guidance); provided, that such amendment is not

materially adverse to any Unitholder (as compared with the after-Tax consequences that would result if

the provisions of the IRS Notice applied to all Units Transferred to a service provider by the Company in

connection with services provided to the Company).

ARTICLE VIII

TRANSFER OF UNITS; ADMISSION OF NEW MEMBERS

Section 8.1Transfer of Units. Other than as provided for in this Section 8.1, no Member

may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of

(such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with

the approval of the Manager, which may be granted or withheld in its sole discretion. Without the

approval of the Manager (but otherwise in compliance with Section 8.1), a Member may, at any time, (a)

Transfer any portion of such Member’s Units pursuant to the Exchange Agreement and (b) Transfer any

portion of such Member’s Units to a Permitted Transferee of such Member. Any purported Transfer of all

or a portion of a Member’s Units not complying with this Section 8.1 shall be void ab initio and shall not

create any obligation on the part of the Company or the other Members to recognize that purported

Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person

acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a substituted or

Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to

the extent of the Units transferred to it, be entitled to such Member’s (i) share of Distributions, (ii) share

of Profits and Losses and (iii) Capital Account in accordance with Section 3.6. Notwithstanding anything

in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any

portion of its Units after the designation of a record date and declaration of a Distribution pursuant to

Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person

acquiring all or any portion of its Units) shall be entitled to receive such Distribution in respect of such

transferred Units.

Section 8.2Recognition of Transfer; Substituted and Additional Members.

(a)No direct or indirect Transfer of all or any portion of a Member’s Units may be made,

and no purchaser, assignee, transferee or other recipient of all or any part of such Units shall be admitted

to the Company as a substituted or Additional Member hereunder, unless:

(i)the provisions of Section 8.1 shall have been complied with;

(ii)in the case of a proposed substituted or Additional Member that is (A) a

competitor or potential competitor of Pubco or the Company or their respective Subsidiaries, (B)

a Person with whom Pubco or the Company or their respective Subsidiaries has had or is

expected to have a material commercial or financial relationship or (C) likely to subject Pubco or

the Company or their respective Subsidiaries to any material legal or regulatory requirement or

obligation, or materially increase the burden thereof, in each case as determined by the Manager

in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a

substituted or Additional Member shall have been approved by the Manager;

(iii)the Manager shall have been furnished with the documents effecting such

Transfer, in form and substance reasonably satisfactory to the Manager, executed and

acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or

other recipient, and the Manager shall have executed (and the Manager hereby agrees to execute)

any other documents on behalf of itself and the Members required to effect the Transfer;

(iv)the provisions of Section 8.2(b) shall have been complied with;

(v)the Manager shall be reasonably satisfied that such Transfer will not (A)

result in a violation of the Securities Act or any other applicable law or (B) cause an assignment

under the Investment Company Act;

(vi)such Transfer would not: (A) cause (or create a substantial risk of

causing) the Company to be treated as a “publicly traded partnership” within the meaning of

Section 7704 of the Code or any other association taxable as a corporation for federal income tax

purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected

on or through an “established securities market” or a “secondary market or the substantial

equivalent thereof,” as such terms are used in Treas. Reg. § 1.7704-1; or (B) result in the

Company having more than 100 partners within the meaning of Treasury Regulations Section

1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section

1.7704-1(h)(3); except as the Manager might reasonably determine that the Company can rely on

one or more of the secondary market safe harbors set forth in Treasury Regulations Section

1.7704-1(c)(3);

(vii)the Manager shall have received the opinion of counsel, if any, required

by Section 8.2(c) in connection with such Transfer; and

(viii)all necessary instruments reflecting such Transfer and/or admission shall

have been filed in each jurisdiction in which such filing is necessary in order to qualify the

Company to conduct business or to preserve the limited liability of the Members.

(b)Each Substituted Member and Additional Member shall be bound by all of the provisions

of this Agreement. Each Substituted Member and Additional Member, as a condition to its admission as a

Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and

the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably

satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such

admission and to confirm the agreement of such substituted or Additional Member to be bound by all the

terms and provisions of this Agreement with respect to the Units acquired by such substituted or

Additional Member. The admission of a substituted or Additional Member shall not require the consent of

any Member (but shall require the consent of the Manager, if and to the extent such consent of the

Manager is expressly required by this Article VIII). As promptly as practicable after the admission of a

substituted or Additional Member, the Unit Ownership Ledger and other books and records of the

Company and Exhibit A shall be changed to reflect such admission.

(c)As a further condition to any Transfer of all or any part of a Member’s Units, the

Manager may, in its discretion, require a written opinion of counsel to the transferring Member

reasonably satisfactory to the Manager, obtained at the sole expense of the transferring Member,

reasonably satisfactory in form and substance to the Manager, as to such matters as are customary and

appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted

Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the

registration or other requirements of the Securities Act or any other federal or state securities laws. No

such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange

Agreement.

Section 8.3Expense of Transfer; Indemnification. All reasonable costs and expenses

incurred by the Manager and the Company in connection with any Transfer of a Member’s Units,

including any filing and recording costs and the reasonable fees and disbursements of counsel for the

Company, shall be paid by the transferring Member. In addition, the transferring Member hereby

indemnifies the Manager and the Company against any losses, claims, damages or liabilities to which the

Manager, the Company or any of their Affiliates may become subject arising out of or based upon any

false representation or warranty made by, or breach or failure to comply with any covenant or agreement

of, such transferring Member or such transferee in connection with such Transfer.

Section 8.4Exchange Agreement. In connection with any Transfer of any portion of a

Member’s Units pursuant to the Exchange Agreement, the Manager shall cause the Company to take any

action as may be required under the Exchange Agreement or requested by any party thereto to effect such

Transfer promptly.

Section 8.5Change of Control Transactions. In the event (i) Pubco enters into an

agreement to consummate a Change of Control (as defined in the Tax Receivable Agreement) transaction

or (ii) any Person commences a tender offer or exchange offer for any of the outstanding shares of

Pubco’s stock, Pubco will take all reasonable actions in order to effect any Change of Control Exchange.

ARTICLE IX

WITHDRAWAL AND RESIGNATION OF UNITHOLDERS

Section 9.1Withdrawal and Resignation of Unitholders. No Unitholder shall have the

power or right to withdraw or otherwise resign from the Company prior to the dissolution and winding up

of the Company pursuant to Article X, without the prior written consent of the Manager (which consent

may be withheld by the Manager in its sole discretion), except as otherwise expressly permitted by this

Agreement. Upon a Transfer of all of a Unitholder’s Units in a Transfer permitted by this Agreement, and

(if applicable) the Equity Agreements, such Unitholder shall cease to be a Unitholder. Notwithstanding

that payment on account of a withdrawal may be made after the effective time of such withdrawal, any

completely withdrawing Unitholder will not be considered a Unitholder for any purpose after the effective

time of such complete withdrawal, and, in the case of a partial withdrawal, such Unitholder’s Capital

Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder

upon the effective time of such partial withdrawal.

ARTICLE X

DISSOLUTION AND LIQUIDATION

Section 10.1Dissolution. The Company shall not be dissolved by the admission of Additional

Members or Substituted Members. The Company shall dissolve, and its affairs shall be wound up upon

the first of the following to occur:

(a)at the election of the Manager;

(b)at any time there are not members of the Company unless the Company is continued

without dissolution in accordance with the Delaware Act; and

(c)the entry of a decree of judicial dissolution of the Company under Section 18-802 of the

Delaware Act.

Except as otherwise set forth in this Article X, the Company is intended to have perpetual

existence. An Event of Withdrawal shall not cause a dissolution of the Company and the Company shall

continue in existence subject to the terms and conditions of this Agreement.

Section 10.2Liquidation and Termination. On the dissolution of the Company, the Manager

shall act as liquidator or may appoint one or more representatives, Members or other Persons as

liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make

final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as

the Company’s expense. Until final distribution, the liquidators shall continue to operate the Company

properties with all of the power and authority of the Manager. The steps to be accomplished by the

liquidators are as follows:

(a)The liquidators shall pay, satisfy or discharge from the Company’s funds all of the debts,

liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise

make reasonable provision for payment thereof (including the establishment of a cash fund for contingent

liabilities in such amount and for such term as the liquidators may reasonably determine).

(b)As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair

Market Value (the “Liquidation FMV”) of the Company’s remaining assets (the “Liquidation Assets”) in

accordance with Article X, (ii) determine the amounts to be distributed to each Unitholder in accordance

with Section 4.1 and (iii) deliver to each Unitholder a statement (the “Liquidation Statement”) setting

forth the Liquidation FMV and the amounts and recipients of such Distributions, which Liquidation

Statement shall be final and binding on all Unitholders.

(c)As soon as the Liquidation FMV and the proper amounts of Distributions have been

determined in accordance with Section 10.2(b), the liquidators shall promptly distribute the Company’s

Liquidation Assets to the holders of Units in accordance with Section 4.1(b). In making such

distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents,

preferred or common equity securities, etc.) among the Unitholders ratably based upon the aggregate

amounts to be distributed with respect to the Units held by each such holder; provided that the liquidators

may allocate each type of Liquidation Assets so as to give effect to and take into account the relative

priorities of the different Units; provided, further that, in the event that any securities are part of the

Liquidation Assets, each Unitholder that is not an “accredited investor” as such term is defined under the

Securities Act may, in the sole discretion of the Manager, receive, and hereby agrees to accept, in lieu of

such securities, cash consideration with an equivalent value to such securities as determined by the

Manager. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value,

thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section

4.3. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder

pursuant to Section 10.2(b), Profits and Losses for the Fiscal Year in which the Company is dissolved

shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each

Unitholder’s Capital Account to be equal to the amount to be distributed to such Unitholder pursuant to

Section 10.2(b). The distribution of cash and/or property to a Unitholder in accordance with the

provisions of this Section 10.2(b) constitutes a complete return to the Unitholder of its Capital

Contributions and a complete distribution to the Unitholder of its interest in the Company and all the

Company property and constitutes a compromise to which all Unitholders have consented within the

meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no

claim against any other Unitholder for those funds.

Section 10.3Securityholders Agreement. To the extent that units or other equity securities of

any Subsidiary are distributed to any Unitholders and unless otherwise agreed to by the Manager, such

Unitholders hereby agree to enter into a securityholders agreement with such Subsidiary and each other

Unitholder which contains rights and restrictions in form and substance similar to the provisions and

restrictions set forth herein (including in Article VIII).

Section 10.4Cancellation of Certificate. On completion of the winding up of the Company,

including the distribution of the Company’s assets as provided herein, the Company shall be terminated

(and the Company shall not be terminated prior to such time) upon the Manager (or such other Person or

Persons as the Delaware Act may require or permit) causing the filing of a certificate of cancellation of

the Certificate with the Secretary of State of Delaware, and the Manager or such other authorized Person

or Persons shall in connection with the winding up of the Company cancel any other filings made

pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary

to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this

Agreement until it is terminated pursuant to this Section 10.4.

Section 10.5Reasonable Time for Winding Up. A reasonable time shall be allowed for the

orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to

Section 10.2 in order to minimize any losses otherwise attendant upon such winding up.

Section 10.6Return of Capital. The liquidators shall not be personally liable for the return of

Capital Contributions or any portion thereof to the Unitholders (it being understood that any such return

shall be made solely from the Company assets).

Section 10.7Hart-Scott-Rodino. In the event the Hart-Scott-Rodino Antitrust Improvements

Act of 1976 (the “HSR Act”) is applicable to any Unitholder, the dissolution of the Company shall not be

consummated until such time as the applicable waiting period (and extensions thereof) under the HSR Act

have expired or otherwise been terminated with respect to each such Unitholder.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1Power of Attorney. Each Unitholder hereby constitutes and appoints the

Manager and the liquidators, if any and as applicable, and their respective designees, with full power of

substitution, as his, her or its true and lawful agent and attorney-in-fact, with full power and authority in

his, her or its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the

appropriate public offices (to the same extent such Person could take such action): (a) this Agreement, all

certificates and other instruments and all amendments hereof or thereof in accordance with the terms

hereof which the Manager deems appropriate or necessary to form, qualify or continue the qualification

of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in

which the Company may conduct business or own property or as otherwise permitted herein; (b) all

instruments, agreements, amendments or other documents which the Manager deems appropriate or

necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance

with its terms; (c) all conveyances and other instruments or documents which the Manager and/or the

liquidators deems appropriate or necessary to reflect the dissolution and liquidation of the Company

pursuant to the terms of this Agreement, including a certificate of cancellation; and (d) all instruments

relating to the admission, withdrawal or substitution of any Unitholder pursuant to Article VIII or

Article IX. The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive

the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Unitholder and

the Transfer of all or any portion of his, her or its Units and shall extend to such Unitholder’s heirs,

successors, permitted assigns and personal representatives.

Section 11.2Amendments. This Agreement may be amended (including, for purposes of this

Section 11.2, any amendment effected directly or indirectly by way of a merger or consolidation of the

Company) or waived, in whole or in part, by the Manager; provided, however, that to the extent any

amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would

disproportionately and adversely affect the rights of any Member of a class compared with the rights of

any other Member of such class, such amendment or waiver may only be made by the Manager upon the

prior written consent of such disproportionately and adversely affected Member.

Section 11.3Title to the Company Assets. The Company’s assets shall be deemed to be

owned by the Company as an entity, and no Unitholder, individually or collectively, shall have any

ownership interest in such assets or any portion thereof. Legal title to any or all of such assets may be

held in the name of the Company or one or more nominees, as the Manager may determine. The Manager

hereby declares and warrants that any Company assets for which legal title is held in the name of any

nominee shall be held in trust by such nominee for the use and benefit of the Company in accordance with

the provisions of this Agreement. All Company assets shall be recorded as the property of the Company

on its books and records, irrespective of the name in which legal title to such assets is held.

Section 11.4Remedies. Each Unitholder and the Company shall have all rights and remedies

set forth in this Agreement and all rights and remedies which such Person has been granted at any time

under any other agreement or contract and all of the rights which such Person has under any law. Any

Person having any rights under any provision of this Agreement or any other agreements contemplated

hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to

recover damages by reason of any breach of any provision of this Agreement and to exercise all other

rights granted by law.

Section 11.5Successors and Assigns. All covenants and agreements contained in this

Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors,

administrators, successors, legal representatives and permitted assigns, whether so expressed or not.

Olympus is an express third party beneficiary of its rights under this Agreement.

Section 11.6Severability. Whenever possible, each provision of this Agreement will be

interpreted in such manner as to be effective and valid under applicable law, but if any provision of this

Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule

in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the

effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed,

construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never

been contained herein or if such term or provision could be drawn more narrowly so as not to be illegal,

invalid, prohibited or unenforceable in such jurisdiction, it shall be so narrowly drawn, as to such

jurisdiction, without invalidating the remaining terms and provisions of this Agreement or affecting the

legality, validity or enforceability of such term or provision in any other jurisdiction.

Section 11.7Counterparts; Binding Agreement. This Agreement may be executed

simultaneously in two or more separate counterparts, any one of which need not contain the signatures of

more than one party, but each of which will be an original and all of which together shall constitute one

and the same agreement binding on all the parties hereto. This Agreement and all of the provisions hereof

shall be binding upon and effective as to each Person who (a) executes this Agreement in the appropriate

space provided in the signature pages hereto notwithstanding the fact that other Persons who have not

executed this Agreement may be listed on the signature pages hereto and (b) may from time to time

become a party to this Agreement by executing a counterpart of or joinder to this Agreement.

Section 11.8Descriptive Headings; Interpretation. The descriptive headings of this

Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.

Whenever required by the context, any pronoun used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the

plural and vice versa. The use of the word “including” in this Agreement shall be by way of example

rather than by limitation. Reference to any agreement, document or instrument means such agreement,

document or instrument as amended or otherwise modified from time to time in accordance with the

terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year

shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The

parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an

ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted

jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any

party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists

between this Agreement and any other agreement, this Agreement shall control but solely to the extent of

such conflict.

Section 11.9Applicable Law. This Agreement shall be governed by, and construed in

accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict

of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause

the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.10Addresses and Notices. All notices, demands or other communications to be

given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be

deemed to have been given or made when (a) delivered personally to the recipient, (b) telecopied to the

recipient, or delivered by means of electronic mail if telecopied/emailed on a Business Day, and

otherwise on the next Business Day or (c) one (1) Business Day after being sent to the recipient by

reputable overnight courier service (charges prepaid). Such notices, demands and other communications

shall be sent to the address for such recipient set forth in the Company’s books and records, or to such

other address or to the attention of such other person as the recipient party has specified by prior written

notice to the sending party.

Section 11.11Creditors. None of the provisions of this Agreement shall be for the benefit of or

enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to

the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate

agreement executed by the Company in favor of such creditor) at any time as a result of making the loan

any direct or indirect interest in the Company’s Profits, Losses, Distributions, capital or property other

than as a secured creditor. Notwithstanding the foregoing, each of the Indemnitees are intended third

party beneficiaries of Section 6.2 and shall be entitled to enforce such provision (as it may be in effect

from time to time) directly as if a party hereto.

Section 11.12No Waiver. No failure by any party hereto to insist upon the strict performance

of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy

consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant,

duty, agreement or condition.

Section 11.13Further Action. The parties hereto agree to execute and deliver all documents,

provide all information and take or refrain from taking such actions as may be necessary or appropriate to

achieve the purposes of this Agreement, in each case, as and when requested by the Manager.

Section 11.14Entire Agreement. This Agreement and the other Transaction Documents

embody the complete agreement and understanding among the parties with respect to the subject matter

herein and supersede and preempt any prior understandings, agreements or representations by or among

the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 11.15Delivery by Electronic Means. This Agreement, the agreements referred to

herein, and each other agreement or instrument entered into in connection herewith or therewith or

contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered

by means of a facsimile machine or electronic transmission in portable document format (pdf) or

comparable electronic transmission, shall be treated in all manner and respects as an original agreement or

instrument and shall be considered to have the same binding legal effect as if it were the original signed

version thereof delivered in person. At the request of any party hereto or to any such agreement or

instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to

all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile

machine or pdf electronic transmission or comparable electronic transmission to deliver a signature or the

fact that any signature or agreement or instrument was transmitted or communicated through the use of a

facsimile machine or pdf electronic transmission as a defense to the formation or enforceability of a

contract and each such party forever waives any such defense.

Section 11.16Certain Acknowledgments. This Agreement shall be considered for all purposes

as having been prepared through the joint efforts of the parties hereto. To the fullest extent permitted by

law, no presumption shall apply in favor of any party hereto in the interpretation of this Agreement or in

the resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission

or other event of negotiation, drafting or execution hereof. Each Member and Unitholder acknowledges

that such Member or Unitholder is entitled to and has been afforded the opportunity to consult legal

counsel of its choice regarding the terms, conditions and legal effects of this Agreement, as well as the

advisability and propriety thereof. Each Member and Unitholder further acknowledges that having so

consulted with legal counsel of its choosing, such Member or Unitholder hereby waives any right to raise

or rely upon the lack of representation or effective representation in any future proceedings or in

connection with any future claim resulting from this Agreement or the formation of the Company.

Section 11.17Consent to Jurisdiction; WAIVER OF TRIAL BY JURY.

(a)Consent to Jurisdiction. Each party hereto irrevocably submits to the exclusive

jurisdiction of the United States District Court for the State of Delaware and the state courts of the State

of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any

transaction contemplated hereby. Each party hereto further agrees that service of any process, summons,

notice or document by United States certified or registered mail (in each such case, prepaid return receipt

requested) to such party hereto’s respective address set forth in the Company’s books and records or such

other address or to the attention of such other person as the recipient party has specified by prior written

notice to the sending party shall be effective service of process in any action, suit or proceeding in

Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the

immediately preceding sentence. Each party hereto irrevocably and unconditionally waives any objection

to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions

contemplated hereby in the United States District Court for the State of Delaware or the state courts of the

State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in

any such court that any such action, suit or proceeding brought in such court has been brought in an

inconvenient forum.

(b)WAIVER OF TRIAL BY JURY. BECAUSE DISPUTES ARISING IN CONNECTION

WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED

BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES HERETO WISH

APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION

RULES), THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE

APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION

OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY

HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR

PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE

PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT

OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE

TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED

AMONG THE PARTIES HEREUNDER.

Section 11.18Representations and Warranties. By execution of this Agreement, each

Member severally represents and warrants as follows:

(a)Such Member has full legal right, power and authority to deliver this Agreement and the

other Transaction Documents and to perform such Member’s obligations hereunder and thereunder;

(b)This Agreement and the other Transaction Documents constitute the legal, valid and

binding obligation of such Member enforceable in accordance with its respective terms, except as the

enforcement thereof may be limited by bankruptcy and other laws of general application relating to

creditors’ rights or general principles of equity;

(c)Neither this Agreement nor the other Transaction Documents violate, conflict with, result

in a breach of the terms, conditions or provisions of or constitute a default or an event of default under

any other agreement of which such Member is a party; and

(d)Such Member’s investment in Units in the Company is made for such Member’s own

account for investment purposes only and not with a view to the resale or distribution of such Units in

violation of applicable securities laws.

Section 11.19Tax Receivable Agreement. The Tax Receivable Agreement and the Exchange

Agreement shall each be treated as part of this Agreement as described in Section 761(c) of the Code, and

Treas. Reg. § 1.704-1(b)(2)(ii)(h) and § 1.761-1(c) with respect to payments to a Member with respect to

an Exchange (as defined in the Tax Receivable Agreement) by such Member.

* * * * *

Signature Page to

Accelevation Holdings LLC Limited Liability Company Agreement

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their

behalf this Limited Liability Company Agreement as of the date first written above.


	MEMBERS

	ACCELEVATION HOLDINGS CORP.



	By:	/s/ Michael Rubiera
	Name: Michael Rubiera
	Title: Chief Executive Officer


	ACCELEVATION INVESTMENT HOLDINGS LLC


	By:	/s/ Matt Boyd
	Name: Matt Boyd
	Title: President


	INSTOR BLOCKER, INC.


	By:	/s/ Michael Rubiera
	Name: Michael Rubiera
	Title: Chief Executive Officer


	MANAGER

	ACCELEVATION HOLDINGS CORP.


	By:	/s/ Michael Rubiera
	Name: Michael Rubiera
	Title: Chief Executive Officer

UNIT OWNERSHIP LEDGER

On file with the Company.

Exhibit 10.3

TAX RECEIVABLE AGREEMENT

by and among

ACCELEVATION HOLDINGS CORP.,

ACCELEVATION HOLDINGS LLC

and

THE OTHER PERSONS NAMED HEREIN

Dated as of September 30, 2026

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of September 30, 2026, is hereby

entered into by and among Accelevation Holdings Corp., a Delaware corporation (“PubCo”), Accelevation

Holdings LLC, a Delaware limited liability company (“OpCo”), Instor Blocker, Inc., a Delaware corporation

(“Instor”), and each of the undersigned parties and the other persons who agree to become party to this Agreement

and who shall thereafter be listed on Schedule A attached hereto from time to time (each a “Rights Holder” and

collectively, the “Rights Holders”).

RECITALS

WHEREAS, the Rights Holders directly or indirectly hold certain equity interests in OpCo (the “Units”) and/

or PubCo;

WHEREAS, OpCo is treated as a partnership for U.S. federal income tax purposes and PubCo is treated as a

corporation for U.S. federal income tax purposes;

WHEREAS, after the IPO, PubCo will be the manager of OpCo and will hold, directly and/or indirectly,

certain Units;

WHEREAS, in connection with the IPO, Accelevation Pubco Holdings, LP (“PubCo Holdings”) will

contribute all of the units in Olympus Blocker to PubCo in exchange for Class A Shares (the “Olympus Blocker

Contribution”);

WHEREAS, immediately after the Olympus Blocker Contribution, Olympus Blocker will make an election

on IRS Form 8832 to be treated as an entity disregarded as separate from its owner that is effective the same day as

the Olympus Blocker Contribution;

WHEREAS, in connection with the IPO, PubCo shall capitalize Accelevation Merger Sub 1 Corp., a newly

formed wholly owned Delaware corporation with certain Class A Shares, and Accelevation Merger Sub 1 Corp.

shall merge with and into the LFM Blocker, whereby PubCo Holdings will receive additional Class A Shares, and

immediately thereafter the LFM Blocker shall merge with and into Accelevation Merger Sub 2 LLC, a newly

formed wholly owned Delaware limited liability company with Accelevation Merger Sub 2 LLC surviving (the

“LFM Blocker Reorganizations”);

WHEREAS, as a result of the Olympus Blocker Contribution and LFM Blocker Reorganizations, the

Corporate Taxpayer will (i) be entitled to utilize Blocker Attributes (as defined below) and (ii) obtain the benefit of

the Blocker Transferred Basis (as defined below);

WHEREAS, in connection with the IPO, Pubco Holdings will contribute to Pubco all of its interests in

Accelevation Transition Management Inc. in exchange for Class A Shares (the “Accelevation Management

Reorganization”, and together with the Olympus Blocker Contribution and LFM Blocker Reorganization, the

“Blocker Reorganization”).

WHEREAS, in connection with the IPO, PubCo shall capitalize Instor with certain Class A Shares and

Accelevation Investment Holdings LLC (“Investment Holdings”) will contribute certain Units of OpCo to Instor in

exchange for the Class A Shares in a taxable transaction (“OpCo Exchange”);

WHEREAS, in connection with the IPO, PubCo will acquire (directly or indirectly) IPO Units for a

contribution of cash to OpCo not treated as part of a disguised sale under Section 707(a) of the Code (the

“IPO Exchange”);

WHEREAS, as a result of the OpCo Exchange and IPO Exchange, as applicable, the Corporate Taxpayer

will be entitled to obtain the benefit of the IPO Basis;

WHEREAS, the Units held by certain of the Rights Holders subsequently may be exchanged for Class A

Shares and/or cash or other property, in accordance with and subject to the provisions of the Exchange Agreement;

WHEREAS, as a result of an Exchange, the Corporate Taxpayer will (i) be entitled to use the Basis

Adjustments relating to such Units exchanged in the Exchange and (ii) obtain the benefit of the Exchange

Transferred Basis;

WHEREAS, OpCo and each of its direct and indirect subsidiaries, if any, treated as a partnership for U.S.

federal income tax purposes will have in effect an election under Section 754 of the Code (i) for each Taxable Year

that includes the IPO and (ii) for each Taxable Year in which a taxable acquisition (including a deemed taxable

acquisition under Section 707(a) of the Code) or non-taxable acquisition of Units by the Corporate Taxpayer from

any of the Rights Holders for stock of the Corporate Taxpayer and/or cash or redemption by OpCo, in each case of

this clause (ii), occurs in connection with the IPO or after the IPO (and such acquisition from, including any deemed

taxable acquisition under Section 707(a) of the Code, or redemption, an “Exchange”);

WHEREAS, the income, gain, loss, expense and other Tax items of the Corporate Taxpayer may be affected

by the (i) Blocker Attributes, (ii) Blocker Transferred Basis, (iii) IPO Basis, (iv) Exchange Transferred Basis, (v)

Basis Adjustments and (vi) Imputed Interest (as defined below) (collectively, the “Tax Attributes”); and

WHEREAS, the parties to this Agreement desire to provide for certain payments and to make certain

arrangements with respect to the effect of the Tax Attributes on the liability for taxes of the Corporate Taxpayer.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set

forth in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the

following meanings.

“Accrued Amount” has the meaning set forth in Section 3.1(a)(iii).

“Accrued Payment” has the meaning set forth in Section 3.6.

“Actual Tax Liability” means, with respect to any Taxable Year, the sum of (a) the actual liability of the

Corporate Taxpayer for U.S. federal income Taxes (if applicable, determined in accordance with a Determination or

Amended Schedule and by assuming any state and local income taxes relevant to calculating such U.S. federal

income taxes are determined in accordance with the following clause (c)), plus (b) without duplication, the portion

of any liability for U.S. federal income Taxes imposed directly on OpCo (or OpCo’s applicable Subsidiaries or other

Persons in which OpCo owns a direct or indirect equity interest) under Section 6225 or any similar provision of the

Code and any state and local Taxes imposed directly on OpCo (or OpCo’s applicable Subsidiaries or other Persons

in which OpCo owns a direct or indirect equity interest), in each case, that is allocable to the Corporate Taxpayer

under Section 704 of the Code or otherwise attributable to the Corporate Taxpayer in accordance with the OpCo

Agreement, plus (c) the product of (i) the amount of the U.S. federal taxable income (not below zero) for such

Taxable Year (if applicable, determined in accordance with a Determination or Amended Schedule) reported on the

Corporate Taxpayer’s IRS Form 1120 (or any successor form) and (ii) the Blended S/L Rate.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common

control with such Person, where for purposes of this definition, “control” means the possession, directly or

indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting

securities, its capacity as a sole or managing member or otherwise. For purposes of this Agreement, no Rights

Holder shall be considered to be an Affiliate of the Corporate Taxpayer, OpCo, or any Subsidiaries thereof.

“Agreed Rate” means a per annum rate of SOFR plus 100 basis points.

“Agreement” has the meaning set forth in the Preamble.

“Amended Schedule” has the meaning set forth in Section 2.4(b).

“Attributable” means the portion of any Tax Attribute of the Corporate Taxpayer that is “Attributable” to

any present or former Rights Holder, as the case may be, determined under the following principles:

(i) any Blocker Attributes (and any Basis Adjustments in respect thereof) shall be determined separately with

respect to each Blocker based on the Blocker Attributes attributable to such Blocker at the time of the Blocker

Reorganization, and are Attributable to the Blocker indirect Shareholders of each Blocker to which such Blocker

Attributes relate in proportion to each Blocker Shareholder’s interest in such Blocker prior to the Blocker

Reorganization;

(ii) any Blocker Transferred Basis (and any Basis Adjustments in respect thereof) shall be determined

separately with respect to each Blocker based on the Blocker Transferred Basis (and related Basis Adjustments)

associated with the applicable Blocker units that were acquired directly or indirectly by the Corporate Taxpayer as a

result of the participation of such Blocker in the Blocker Reorganization, and shall be Attributable to the Blocker

Shareholders of each Blocker to which such Blocker Transferred Basis (and related Basis Adjustments) relates in

proportion to each Blocker Shareholder’s interest in such Blocker prior to the Blocker Reorganization;

(iii) any IPO Basis (and any Basis Adjustments in respect thereof) shall be determined separately with respect

to each Rights Holder, as applicable, in an amount equal to the product of (A) the total IPO Basis and (B) the IPO

Basis Percentage of the Units previously held by such Rights Holder and transferred (whether pursuant to the

Blocker Reorganization or an Exchange) to PubCo, as applicable;

(iv) any Exchange Transferred Basis (and any Basis Adjustments in respect thereof) shall be determined

separately with respect to each Exchanging Holder and is Attributable to each Exchanging Holder in an amount

equal to the total Exchange Transferred Basis relating to such Units delivered to the Corporate Taxpayer by such

Exchanging Holder in the Exchange;

(v) any Basis Adjustments shall be determined separately with respect to each Exchanging Holder and the

Blocker Shareholder and are Attributable to each Exchanging Holder in an amount equal to the total Basis

Adjustments relating to such Units delivered to the Corporate Taxpayer by such Exchanging Holder in the Exchange

or the Blocker Reorganization; and

(vi) any deduction to the Corporate Taxpayer with respect to a Taxable Year in respect of Imputed Interest is

Attributable to the Person that is required to include the Imputed Interest in income (without regard to whether such

person is actually subject to Tax thereon).

“Basis Adjustment” means the adjustment to the Tax basis of a Reference Asset under Sections 732, 734(b),

707(a), 737 and/or 1012 of the Code and the Treasury Regulations promulgated thereunder (in situations where, as a

result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for U.S.

federal income tax purposes) or under Sections 734(b), 743(b) and 755 of the Code and the Treasury Regulations

promulgated thereunder (in situations where, following an Exchange, OpCo remains in existence as an entity

classified as a partnership for U.S. federal income tax purposes) and, in each case, comparable sections of state and

local tax laws, as a result of (i) an Exchange, (ii) the payments made pursuant to this Agreement in respect of such

Exchange and (iii) the payments made pursuant to this Agreement in respect of the Blocker Reorganization. For the

avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange shall be determined without

regard to any Pre-Exchange Transfer and as if any such Pre-Exchange Transfer had not occurred. The amount of any

Basis Adjustment shall be determined using the Market Value of the Units that are the subject of the Exchange at the

time of the Exchange.

“Basis Schedule” has the meaning set forth in Section 2.2.

“Blended S/L Rate” means, with respect to any Taxable Year, the sum of the apportionment-weighted

effective rates of tax imposed on the aggregate net income of the Corporate Taxpayer in each U.S. state and local

jurisdiction in which the Corporate Taxpayer files Tax Returns for such Taxable Year, with the maximum effective

rate in any state or local jurisdiction being equal to the product of (i) the apportionment factor on the income or

franchise Tax Return in such jurisdiction for such Taxable Year and (ii) the maximum applicable corporate income

tax rate in effect in such jurisdiction in such Taxable Year. As an illustration of the calculation of Blended S/L Rate

for a Taxable Year, if the Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a Taxable Year, the

maximum applicable corporate income tax rates in effect in such states in such Taxable Year are 6.5% and 5.5%,

respectively, and the apportionment factors for such states in such Taxable Year are 60% and 40%, respectively,

then the Blended S/L Rate for such Taxable Year is equal to 6.10% (i.e., the sum of (a) 6.5% multiplied by 60%,

plus (b) 5.5% multiplied by 40%).

“Blockers” means collectively, the Olympus Blocker and the LFM Blocker.

“Blocker 743(b) Adjustment” means the adjustments, existing as of the close of the IPO Date (as determined

based on the interim closing of the books of OpCo as of the close of the IPO Date), to the Tax basis of the Reference

Assets under Section 743(b) of the Code that are attributable to the Units held by each Blocker.

“Blocker Attributes” means, without duplication, the net operating losses, capital losses, research and

development credits, foreign tax credits, excess Section 163(j) limitation carryforwards, charitable deductions and

any Tax attributes (other than capitalized debt issuance costs) that the Corporate Taxpayer is entitled to utilize as a

result of the Blocker Reorganization that relate to periods (or portions thereof) prior to the Blocker Reorganization;

provided however, that in order to determine whether any such Tax attribute is a Blocker Attribute, the Taxable Year

of the Corporate Taxpayer that includes the effective date of the Blocker Reorganization shall be deemed to end as

of the close of such effective date.

“Blocker Transferred Basis” means the Tax basis (including any Blocker 743(b) Adjustments) of any

Reference Asset that is (i) amortizable under Section 197 of the Code, (ii) depreciable under Section 168 of the Code

for U.S. federal income Tax purposes or (iii) otherwise reportable as amortizable or depreciable on IRS Form 4562

for U.S. federal income Tax purposes relating to the units transferred from each Blocker to the Corporate Taxpayer

and determined as of the time of the Blocker Reorganization; provided that, any Tax basis included in the IPO Basis

and Attributable to the applicable Blocker Shareholders (with respect to Units acquired in the Blocker

Reorganization) shall be excluded from the determination of the Blocker Transferred Basis to the extent necessary to

avoid double counting.

“Board” means the Board of Directors of the Corporate Taxpayer.

“Business Day” means any day except a Saturday, a Sunday and any other day on which commercial banks

are required or authorized to close in the State of New York.

“Change of Control” means the occurrence of any one of the following events:

(i) a merger, reorganization, consolidation or similar form of business transaction (or series of related

transactions) directly involving the Corporate Taxpayer or indirectly involving the Corporate Taxpayer through one

or more intermediaries unless, immediately following such transaction (or series of related transactions), more than

50% of the voting power of the then outstanding voting stock or other equity securities of the Corporate Taxpayer

resulting from the consummation of such transaction (including any parent or ultimate parent corporation of such

Person that as a result of such transaction owns directly or indirectly the Corporate Taxpayer and all or substantially

all of the Corporate Taxpayer’s assets) is held by the then-existing equityholders of the Corporate Taxpayer

(determined immediately prior to such transaction and related transactions);

(ii) a transaction (or series of related transactions) in which the Corporate Taxpayer, directly or indirectly,

sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its direct or indirect assets

to another Person other than an Affiliate;

(iii) a transaction (or series of related transactions) in which there is an acquisition of control of the Corporate

Taxpayer by a Person or group of Persons (excluding (x) any “person” or “group” who, on IPO Date, is the

beneficial owner of securities of the Corporate Taxpayer representing more than 50% of the combined voting power

of the Corporate Taxpayer’s then outstanding voting securities or (y) any “group” formed after the IPO that includes

members who collectively, as of the IPO Date, are the beneficial owners of securities of the Corporate Taxpayer

representing more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding voting

securities). For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the

power to either (A) vote more than 50% of the securities having ordinary voting power for the election of directors

(or comparable positions in the case of partnerships and limited liability companies), or (B) direct or cause the

direction of the management and policies of such Person, whether by contract or otherwise (for the avoidance of

doubt, consent rights do not constitute “control” for the purpose of this definition); or

(iv) the liquidation or dissolution of the Corporate Taxpayer.

Notwithstanding the foregoing, a “Change of Control” shall be deemed not to have occurred (a) by virtue of

the consummation of any transaction or series of integrated transactions immediately following which the record

holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions

continue to have substantially the same proportionate ownership in, and voting control over, and own substantially

all of the shares of, an entity which owns, directly or indirectly, all or substantially all of the assets of the Corporate

Taxpayer immediately following such transaction or series of transactions; or (b) if the Rights Holder Representative

agrees in writing to elect for a “Change of Control” to not have occurred upon the occurrence of any transaction,

series of related transactions or any other occurrence that may otherwise qualify as a “Change of Control”.

“Class A Shares” means shares of Class A Common Stock of PubCo, par value $0.0001 per share.

“Class B Shares” means shares of Class B Common Stock of PubCo, par value $0.0001 per share.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock” means Class A Shares and Class B Shares.

“Company” has the meaning set forth in the Preamble.

“Corporate Taxpayer” means PubCo and any company that is a member of any consolidated Tax Return of

which PubCo (or any of its successors) is a member, where appropriate.

“Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax

Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, reduced, but not

below zero, by the cumulative amount of Realized Tax Detriment for the same period. The Realized Tax Benefit and

Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules

or Amended Schedules, if any, in existence at the time of such determination; provided, that, for the avoidance of

doubt, the computation of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any applicable

Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.

“Default Rate” means a per annum rate of SOFR plus 500 basis points.

“Determination” shall have the meaning ascribed to such term in Code Section 1313(a) or a similar

applicable provision of state, or local income tax law or any other event (including the execution of IRS Form 870-

AD) that finally and conclusively establishes the amount of any liability for tax.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the

Early Termination Payment.

“Early Termination Event” means any event or circumstance (or group of events or circumstances) giving

rise to an Early Termination Payment pursuant to Section 4.1(b), (c) or (d).

“Early Termination Notice” has the meaning set forth in Section 4.1(b).

“Early Termination Payment” has the meaning set forth in Section 4.2(b).

“Early Termination Rate” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) a per

annum rate of SOFR plus 100 basis points.

“Early Termination Schedule” has the meaning set forth in Section 4.1(b).

“Exchange” has the meaning set forth in the Recitals of this Agreement.

“Exchange Agreement” means that certain Exchange Agreement, dated the date hereof, by and among the

Corporate Taxpayer, OpCo and Investment Holdings.

“Exchange Transferred Basis” means the Tax basis of any Reference Asset that is (i) amortizable under

Section 197 of the Code, (ii) depreciable under Section 168 of the Code or (iii) otherwise reportable as amortizable

or depreciable on IRS Form 4562 for U.S. federal income Tax purposes relating to the Units transferred upon an

Exchange and determined as of the time of such Exchange; provided that, any Tax basis included in the IPO Basis

and Attributable to Exchanging Holders (with respect to the Units subject to the Exchange Agreement) shall be

excluded from the determination of the Exchange Transferred Basis to the extent necessary to avoid double

counting.

“Exchange Date” means the date of any Exchange.

“Exchanging Holder” means any Rights Holder that holds and/or has held Units that are subject to the terms

of the Exchange Agreement.

“Expert” has the meaning set forth in Section 7.10.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the sum, without duplication, of

(A)(i) the hypothetical liability of the Corporate Taxpayer for U.S. federal income Taxes and (ii) the portion of any

liability for U.S. federal income Taxes imposed directly on OpCo (or OpCo’s Subsidiaries or other Persons in which

OpCo owns a direct or indirect equity interest) under Section 6225 or any similar provision of the Code and any

state and local Taxes imposed directly on OpCo (or OpCo’s applicable Subsidiaries or other Persons in which OpCo

owns a direct or indirect equity interest), and (B) the product of (i) the U.S. federal taxable income for such Taxable

Year reported on the Corporate Taxpayer’s IRS Form 1120 (or any successor form) and (ii) the Blended S/L Rate, in

each case, that is allocable to the Corporate Taxpayer under Section 704 of the Code or otherwise attributable to the

Corporate Taxpayer in accordance with the OpCo Agreement, in each case, calculated in accordance with the

definition of Actual Tax Liability using the same methods, elections, conventions, and similar practices used on the

relevant Tax Return, but (a) using the Non-Unit Transferred Basis as reflected on the Basis Schedule including

amendments thereto for the Taxable Year, (b) without taking into account Blocker Attributes, if any, (c) using the

Non-Blocker Transferred Basis as reflected on the Basis Schedule, including amendments thereto for the Taxable

Year, (d) using the Non-IPO Basis as reflected on the Basis Schedule including amendments thereto for the Taxable

Year, (e) using the Non-Exchange Transferred Basis as reflected on the Basis Schedule including amendments

thereto for the Taxable Year, (f) using the Non-Stepped Up Tax Basis as reflected on the Basis Schedule including

amendments thereto for the Taxable Year and (g) excluding any deduction attributable to Imputed Interest

attributable to any payment made under this Agreement for the Taxable Year. For the avoidance of doubt,

Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax

item (or portions thereof) that is attributable to a Tax Attribute as applicable. For the avoidance of doubt, the basis of

the Reference Assets in the aggregate for purposes of determining the Hypothetical Tax Liability can never be less

than zero.

“Imputed Interest” means any interest imputed under Sections 1272, 1274, or 483 or other provision of the

Code and any similar provision of state and local Tax law with respect to the Corporate Taxpayer’s payment

obligations in respect of the Corporate Taxpayer under this Agreement.

“Independent Directors” means the members of the Board of Directors of the Corporate Taxpayer who are

“independent” under the standards of the principal U.S. securities exchange on which the Common Stock is traded

or quoted.

“Intended Tax Treatment” has the meaning set forth in Section 3.7.

“IPO” means the initial public offering of Common Stock pursuant to the registration statement on Form S-1

of PubCo.

“IPO Basis” means the Tax basis of any Reference Asset at the time of the IPO that is (i) amortizable under

Section 197 of the Code, (ii) depreciable under Section 168 of the Code or (iii) otherwise reported as amortizable or

depreciable on IRS Form 4562 for U.S. federal income Tax purposes, in each case of clauses (i) through (iii), to the

extent allocable to the Corporate Taxpayer (for the avoidance of doubt, including as a result of Section 704(c) of the

Code) as a result of its acquisition of IPO Units.

“IPO Basis Payment” means a Tax Benefit Payment attributable to IPO Basis.

“IPO Basis Percentage” means, in respect of a Rights Holder, the percentage, the numerator of which is the

number of Units (assuming that the OpCo has recapitalized into common units immediately prior to the IPO) that are

transferred (either pursuant to the Blocker Reorganization or an Exchange) by such Rights Holder to PubCo and the

denominator of which is the total Units held by Rights Holders that would have been outstanding (assuming that the

OpCo has recapitalized into common units immediately prior to the IPO) immediately prior to the IPO.

“IPO Date” means the closing date of the IPO.

“IPO Exchange” has the meaning set forth in the Recitals of this Agreement.

“IPO Units” means the Units acquired (directly or indirectly) by PubCo with the net proceeds from the IPO

(excluding any Units acquired in an Exchange).

“IRS” means the U.S. Internal Revenue Service.

“LFM Blocker” means Accelevation Roll III-B Blocker, LLC, a Delaware limited liability company.

“LFM Blocker Shareholder” means LFM Capital Partners III-B, L.P. and any successors or assigns thereof.

“Market Value” means the closing price of the Common Stock on the applicable Exchange Date on the

national securities exchange or interdealer quotation system on which such Common Stock is then traded or listed,

as reported by the Wall Street Journal; provided, that if the closing price is not reported by the Wall Street Journal

for the applicable Exchange Date, then the Market Value shall mean the closing price of the Common Stock on the

Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer

quotation system on which such Common Stock is then traded or listed, as reported by the Wall Street Journal;

provided, further, that if the Common Stock is not then listed on a national securities exchange or interdealer

quotation system, the Market Value shall mean the cash consideration paid for Common Stock, or the fair market

value of the other property delivered for Common Stock, as determined by the Board in good faith.

“Net Tax Benefit” has the meaning set forth in Section 3.1(a)(ii).

“Non-Blocker Transferred Basis” means, with respect to any Reference Asset at the time of the Blocker

Reorganization that is (i) amortizable under Section 197 of the Code, (ii) depreciable under Section 168 of the Code,

(iii) otherwise reported as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax purposes, the

Tax basis (including any Blocker 743(b) Adjustments) that such Reference Asset would have had if the Blocker

Transferred Basis at the time of the Blocker Reorganization was equal to zero.

“Non-Exchange Transferred Basis” means with respect to any Reference Asset at the time of an Exchange

that is (i) amortizable under Section 197 of the Code, (ii) depreciable under Section 168 of the Code or (iii)

otherwise reported as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax purposes, the Tax

basis that such Reference Asset would have had if the Exchange Transferred Basis at the time of the IPO or

Exchange (as applicable) was equal to zero.

“Non-IPO Basis” means, with respect to any Reference Asset at the time of the OpCo Exchange or IPO

Exchange, as applicable, that is (i) amortizable under Section 197 of the Code, (ii) depreciable under Section 168 of

the Code or (iii) otherwise reported as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax

purposes, the Tax basis that such Reference Asset would have had if the IPO Basis of such Reference Asset at the

time of the IPO was equal to zero.

“Non-Stepped Up Tax Basis” means, with respect to any Reference Asset at any time, the Tax basis that

such asset would have had at such time if no Basis Adjustments had been made.

“Objection Notice” has the meaning set forth in Section 2.4(a).

“Olympus Blocker” means Olympus Accelevation Blocker LLC, a Delaware limited liability company.

“Olympus Blocker Shareholder” means Olympus Growth Fund VIII Parallel, L.P. and any successors or

assigns thereof.

“OpCo” has the meaning set forth in the Preamble.

“OpCo Agreement” means, with respect to OpCo, the Limited Liability Company Agreement of OpCo,

dated as of the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise

modified from time to time.

“OpCo Exchange” has the meaning set forth in the Recitals of this Agreement.

“Payment Date” means any date on which a payment is required to be made pursuant to this Agreement.

“Permitted Assignment” has the meaning set forth in Section 7.6(a).

“Person” means any natural person, sole proprietorship, partnership, trust, unincorporated association,

corporation, limited liability company, entity or governmental entity.

“Pre-Exchange Transfer” means any transfer (including upon the death of a prior holder) of, or distribution

in respect of, one or more Units (or interests in any applicable Subsidiaries of OpCo or other Persons in which OpCo

owns a direct or indirect equity interest) (i) that occurs prior to an Exchange of such Units and (ii) to which Sections

734(b) or 743(b) of the Code applies.

“Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over

the Actual Tax Liability. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an

audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be included in

determining the Realized Tax Benefit unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the

Hypothetical Tax Liability. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an

audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be included in

determining the Realized Tax Benefit unless and until there has been a Determination.

“Reconciliation Dispute” has the meaning set forth in Section 7.10.

“Reconciliation Procedures” has the meaning set forth in Section 2.4(a).

“Reference Asset” means an asset that is held by OpCo, or by any of its direct or indirect Subsidiaries treated

as a partnership or disregarded entity (but only if such indirect Subsidiaries are held only through Subsidiaries

treated as partnerships or disregarded entities) for purposes of the applicable Tax, at the time of the IPO, or an

Exchange, as relevant. A Reference Asset also includes any asset that is “substituted basis property” under Section

7701(a)(42) of the Code with respect to a Reference Asset.

“Rights Holder(s)” has the meaning set forth in the Preamble.

“Rights Holder Representative” means, initially, Olympus Partners Investors VIII, LLC (“Olympus”) or its

designated Affiliate unless Olympus or such designated Affiliate resigns as the Rights Holder Representative by

delivering written notice to the Corporate Taxpayer, in which case the Rights Holder Representative shall be the

Person appointed from time to time by a majority of the Rights Holders in accordance with their right to receive

Early Termination Payments hereunder.

“Schedule” means any of the following: (i) a Blocker Attribute Schedule, (ii) a Basis Schedule, (iii) a Tax

Benefit Schedule and (iv) an Early Termination Schedule, and, in each case, any amendments thereto.

“Section 734(b) Exchange” means any Exchange that results in a Basis Adjustment under Section 734(b) of

the Code.

“SOFR” means for each month (or portion thereof), the forward looking term rate based on the secured

overnight financing rate administered by the Federal Reserve Bank of New York (or a successor administrator of the

secured overnight financing rate) for a one-month period, on the date two days prior to the first day of such month,

as published on an information service as selected by the Rights Holder Representative from time to time in its

reasonable discretion, provided that if (i) adequate and reasonable means do not exist for ascertaining SOFR and

such circumstances are unlikely to be temporary or (ii) the supervisor for the administrator of SOFR or a

governmental authority having jurisdiction over the Rights Holder Representative or any member of the Corporate

Taxpayer has made a public statement identifying a specific date after which SOFR shall no longer be used for

determining interest rates for loans, then the Corporate Taxpayer or the Rights Holder Representative shall endeavor

to establish an alternate rate of interest to SOFR that gives due consideration to the then prevailing market

convention for determining a comparable rate of interest in the United States at such time, and shall enter into an

amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this

Agreement as may be applicable, provided further that the alternate rate of interest shall be no less than the interest

rate equal to SOFR of the prior month.

“Subsidiaries” means, of any Person, any corporation, association, partnership, limited liability company or

other business entity of which more than fifty percent (50%) of the voting power or equity is owned or controlled

directly or indirectly by such Person, or one (1) or more of the Subsidiaries of such Person, or a combination thereof.

“Tax Attributes” has the meaning set forth in the Recitals of this Agreement.

“Tax Benefit Payment” has the meaning set forth in Section 3.1(a)(i).

“Tax Benefit Schedule” has the meaning set forth in Section 2.2.

“Tax Claim” has the meaning set forth in Section 6.1(b).

“Tax Return” means any return, declaration, report, information returns, claims for refund, disclosures or

similar statement filed or required to be filed with respect to or in connection with taxes (including any related or

supporting schedules, attachments, statements or information filed or required to be filed with respect thereto),

including any amendments thereof and declarations of estimated tax.

“Taxable Year” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or

comparable section of U.S. state, or local income tax law (and which may include a period of more or less than

twelve (12) months for which a Tax Return is made), in each case, that ends on or after the IPO Date.

“Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are

based on or measured with respect to net income or profits, and any interest related to such Tax.

“Taxing Authority” means any domestic, federal, national, state, county or municipal or other local

government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body, in each

case, exercising any taxing authority or any other authority or jurisdiction of any kind in relation to tax matters.

“Valuation Assumptions” means, as of an Early Termination Date, the assumptions that in each Taxable

Year ending on or after such Early Termination Date:

(i) the Corporate Taxpayer will have taxable income sufficient to fully utilize the Tax items arising from the

Tax Attributes (other than any items addressed in clause (ii) below) during such Taxable Year or future Taxable

Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future

payments made under this Agreement that would be paid in accordance with the Valuation Assumptions) in which

such deductions would become available;

(ii) any Blocker Attributes or loss carryovers generated by deductions arising from any Tax Attributes that are

available as of the date of the Early Termination Date will be used by the Corporate Taxpayer on a pro rata basis

from the date of such Early Termination Date through the earlier of (x) the scheduled expiration date under

applicable Tax law of such Blocker Attributes or loss carryovers or (y) the fifth (5th) anniversary of the Early

Termination Date;

(iii) the U.S. federal, state and local income Tax rates that will be in effect for each such Taxable Year will be

those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date

(except to the extent any change to such Tax rates for such Taxable Year have already been enacted into law) and

the Blended S/L Rate will be calculated based on such rates and the apportionment factor applicable in the prior

Taxable Year;

(iv) any non-amortizable assets (other than equity interest in any Subsidiary that is treated as an association

taxable as a corporation for U.S. federal income Tax purposes) will be disposed of on the fifteenth (15th)

anniversary of the applicable Exchange or deemed exchange pursuant to clause (v) (in the case of Basis

Adjustments) and any cash equivalents will be disposed of twelve (12) months following the Early Termination

Date; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at

the time of sale (if applicable) of the relevant asset in the Change of Control (if earlier than such fifteenth (15th)

anniversary) (other than equity interest in any subsidiary that is treated as an association taxable as a corporation for

U.S. federal income Tax purposes);

(v) if, at the Early Termination Date, there are Units of OpCo that have not been Exchanged, then each such

unit, shall be deemed Exchanged for the Market Value of such Unit;

(vi) with respect to Taxable Years where the Payment Date has passed, any unpaid Tax Benefit Payments and

any applicable interest will be paid on the Early Termination Date at the Default Rate; and

(vii) each Tax Benefit Payment for the relevant Taxable Year will be due and payable and satisfied on the due

date (without extensions) under applicable law as of the Early Termination Date for filing of IRS Form 1120 (or any

successor form) of the Corporate Taxpayer.

ARTICLE II

DETERMINATION OF REALIZED TAX BENEFIT

Section 2.1 754 Election. The Corporate Taxpayer shall cause OpCo and each of its applicable direct or

indirect Subsidiaries that is treated as a partnership for U.S. federal income Tax purposes to have in effect an

election under Section 754 of the Code (or any similar provisions of applicable state, local or non-U.S. tax law) for

each Taxable Year. The Corporate Taxpayer shall use commercially reasonable efforts to cause each Person in

which OpCo owns a direct or indirect equity interest (other than a Subsidiary) that is so treated as a partnership for

U.S. federal income Tax purposes to have in effect such an election for each Taxable Year.

Section 2.2 Basis Schedule. Within ninety (90) calendar days after the due date (including extensions) of IRS

Form 1120 (or any successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate

Taxpayer shall deliver to the Rights Holder Representative, a schedule (a “Basis Schedule”) that shows, in

reasonable detail necessary to perform the calculations required by this Agreement, (a) the Unit Transferred Basis of

each Reference Asset, if any, (b) the Blocker Attributes, if any, (c) the Blocker Transferred Basis of each Reference

Asset, if any, (d) the IPO Basis of each Reference Asset, if any, (e) the Exchange Transferred Basis of each

Reference Asset, if any, (f) the Basis Adjustment with respect to the Reference Assets in respect of each Rights

Holder as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by such Rights Holder,

if any, (g) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such Rights Holder as of each

applicable Exchange Date, if any, (h) the period (or periods) over which the Reference Assets in respect of such

Rights Holder are amortizable and/or depreciable and (i) the period (or periods) over which the Unit Transferred

Basis, the Blocker Attributes, the Blocker Transferred Basis, the IPO Basis, the Exchange Transferred Basis and

each Basis Adjustment is amortizable and/or depreciable. A Basis Schedule will become final and binding on the

parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the parties pursuant to the

procedures set forth in Section 2.4(b) (subject to the procedures set forth in Section 2.4(b)). All costs and expenses

incurred in connection with the provision and preparation of the Blocker Attribute Schedule, the Basis Schedules

and the Tax Benefit Schedules for each Rights Holder in compliance with this Agreement shall be borne by the

Corporate Taxpayer.

Section 2.3 Tax Benefit Schedule.

(a) Tax Benefit Schedule. Within ninety (90) calendar days after the due date (including extensions) of

IRS Form 1120 (or any successor form) of the Corporate Taxpayer for any Taxable Year, the Corporate Taxpayer

shall provide to the Rights Holder Representative a schedule showing, in reasonable detail, the calculation of the

Realized Tax Benefit and Tax Benefit Payment or the Realized Tax Detriment (and lack of a Tax Benefit Payment),

as applicable, Attributable to each Rights Holder for such Taxable Year (a “Tax Benefit Schedule”). Each Tax

Benefit Schedule will become final as provided in Section 2.4(a) and may be amended as provided in Section 2.4(b)

(subject to the procedures set forth in Section 2.4(b)).

(b) Applicable Principles.

(i) General. The Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is intended to

measure the decrease (or increase) in the actual liability for Taxes payable or economically borne by the Corporate

Taxpayer for such Taxable Year attributable to the Tax Attributes, determined using a “with and without”

methodology. Carryovers or carrybacks of any Tax item attributable to any of the Tax Attributes shall be considered

to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. Tax law, as

applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type, except as

otherwise provided by this Agreement. If a carryover or carryback of any Tax item includes a portion that is

attributable to any Tax Attribute and another portion that is not, such portions shall be considered to be used in

accordance with the “with and without” methodology. The Actual Tax Liability shall be calculated taking into

account the Intended Tax Treatment.

(ii) Applicable Principles of Section 734(b) Exchanges. Notwithstanding any provisions to the contrary in this

Agreement the Intended Tax Treatment shall not be required to apply to payments hereunder to an Exchanging

Holder in respect of a Section 734(b) Exchange by such Exchanging Holder. For the avoidance of doubt, payments

made under this Agreement relating to a Section 734(b) Exchange shall not be treated as resulting in a Basis

Adjustment to the extent such payments are treated as Imputed Interest. The parties intend that (A) an Exchanging

Holder that has made a Section 734(b) Exchange shall, with respect to the Basis Adjustment resulting from such

Section 734(b) Exchange or any payments hereunder in respect of such Section 734(b) Exchange, be entitled to Tax

Benefit Payments attributable to such Basis Adjustments only to the extent such Basis Adjustments are allocable to

the Corporate Taxpayer following such Section 734(b) Exchange (without taking into account any concurrent or

subsequent Exchanges) and (B) if, as a result of a subsequent Exchange, an increased portion of the Basis

Adjustments resulting from such Section 734(b) Exchange or any payments hereunder in respect of such Section

734(b) Exchange becomes allocable to the Corporate Taxpayer, then the Exchanging Holder that makes such

subsequent Exchange shall be entitled to a Tax Benefit Payment calculated in respect of such increased portion.

Section 2.4 Procedures, Amendments.

(a) Procedure. Each time the Corporate Taxpayer delivers to the Rights Holder Representative an

applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.4(b),

any Early Termination Schedule or any amended Early Termination Schedule, the Corporate Taxpayer shall also (i)

deliver to the Rights Holder Representative supporting schedules and work papers, as determined by the Corporate

Taxpayer or as reasonably requested by the Rights Holder Representative, that provide a reasonable level of detail

regarding the data and calculations that were relevant for purposes of preparing the Schedule and (ii) allow the

Rights Holder Representative reasonable access at no cost to the appropriate representatives at the Corporate

Taxpayer in connection with a review of such Schedule. Without limiting the generality of the preceding sentence,

the Corporate Taxpayer shall ensure that any Tax Benefit Schedule or Early Termination Schedule that is delivered

to the Rights Holder Representative, along with any supporting schedules, valuation reports and work papers,

provides a reasonably detailed presentation of the calculation of the Actual Tax Liability (the “with” calculation) and

the Hypothetical Tax Liability (the “without” calculation) and identifies any assumptions or operating procedures or

principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall

become final and binding on all parties unless the Rights Holder Representative, within thirty (30) calendar days

after receiving any Schedule or amendment thereto, provides the Corporate Taxpayer with a notice of an objection to

such Schedule or amendment thereto (“Objection Notice”) or such earlier date as the Rights Holder Representative

provides written notice to the Corporate Taxpayer that it has no objections to the Schedule. If the Corporate

Taxpayer and Rights Holder Representative, for any reason, are unable to successfully resolve the issues raised in

any Objection Notice within thirty (30) calendar days after the Rights Holder Representative gives the Corporate

Taxpayer such Objection Notice, the Corporate Taxpayer and the Rights Holder Representative shall employ the

reconciliation procedures described in Section 7.10 (the “Reconciliation Procedures”), in which case such

Schedule or Amended Schedule shall become binding in accordance with Section 7.10.

(b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to

time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct

material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual

information relating to a Taxable Year after the date the Schedule was provided to the Rights Holder Representative,

(iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change

in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or

carryforward of a loss or other tax item to such Taxable Year or (v) to reflect a material change in the Realized Tax

Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such

Taxable Year (any such Schedule, an “Amended Schedule”); provided, however, that an amendment under clause

(i) attributable to an audit of a Tax Return by the Corporate Taxpayer, OpCo or Subsidiary thereof shall not be made

on an Amended Schedule unless and until there has been a Determination with respect to such change. The

Corporate Taxpayer shall provide an Amended Schedule to the Rights Holder Representative within thirty (30)

calendar days of the occurrence of an event referred to in clauses (i) through (v) of the preceding sentence, and any

such Amended Schedule shall be subject to the approval procedures described in Section 2.4(a).

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1 Payments; Timing of Payments. Within five (5) Business Days of a Tax Benefit Schedule

becoming final in accordance with Section 2.4(a) and Section 7.10, if applicable, the Corporate Taxpayer shall pay

to each Rights Holder for such Taxable Year the Tax Benefit Payment determined pursuant to Section 3.1(a) that is

Attributable to such Rights Holder. Each such Tax Benefit Payment shall be made by wire transfer of immediately

available funds to the bank account previously designated by the applicable Rights Holder to the Corporate

Taxpayer, or as otherwise agreed by the Corporate Taxpayer and such Rights Holder. For the avoidance of doubt, (a)

no Tax Benefit Payment shall be made in respect of estimated tax payments and (b) the payments provided for

pursuant to the above sentence shall be computed separately for each Rights Holder. No Rights Holder shall be

required under any circumstances to make a payment or return a payment to the Corporate Taxpayer in respect of

any portion of any Tax Benefit Payment previously paid by the Corporate Taxpayer to such Rights Holder

(including any portion of any Early Termination Payment).

(a) For purposes of this Agreement:

(i) A “Tax Benefit Payment” in respect of a Rights Holder for a Taxable Year means an amount, not less

than zero, equal to the sum of (A) the Net Tax Benefit that is Attributable to such Rights Holder and (B) the Accrued

Amount with respect thereto. For the avoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated

as interest, but instead, shall be treated as additional consideration in the applicable transaction, unless otherwise

required by law.

(ii) Subject to Section 3.4, the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess,

if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount

of payments previously made under the first sentence of Section 3.1(a) (excluding payments attributable to Accrued

Amounts); provided, that if there is no such excess (or if a deficit exists), no Rights Holder shall be required to make

a payment (or return a payment) to the Corporate Taxpayer in respect of any portion of any Tax Benefit Payment

previously made by the Corporate Taxpayer to such Rights Holder.

(iii) The “Accrued Amount” with respect to any Net Tax Benefit shall equal an amount determined in the

same manner as interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions)

for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for such Taxable

Year until the payment date under Section 3.1(a).

(b) PubCo, OpCo and the Rights Holders hereby acknowledge and agree that, as of the date of the

Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of

the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income and other applicable tax

purposes. Notwithstanding anything herein to the contrary, unless otherwise specified by a Rights Holder in a

written notice to PubCo, the aggregate Tax Benefit Payments herein (other than amounts accounted for as interest

under the Code) with respect to any Exchange by a Rights Holder, shall not exceed 100% of the fair market value of

the consideration received (whether as a cash payment, as Class A shares or as other consideration, but excluding,

for the avoidance of doubt, the fair market value of the Tax Benefit Payments hereunder) in such Exchange or other

applicable transaction (the “Exchange Consideration”) such that the stated maximum selling price (within the

meaning of Treasury Regulation 15A.453-1(c)(2)) is equal to 200% of the Exchange Consideration.

Section 3.2 No Duplicative Payments. It is intended that the provisions of this Agreement will not result in

duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the

provisions of this Agreement will result in 85% of the Cumulative Net Realized Tax Benefits of the Corporate

Taxpayer, and the Accrued Amounts thereon, being paid to the Rights Holders pursuant to this Agreement. The

provisions of this Agreement shall be construed in the appropriate manner so that these fundamental results are

achieved.

Section 3.3 Payments in United States Dollars. All payments to be made under this Agreement shall be

made in United States dollars.

Section 3.4 Pro Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that

the aggregate potential Realized Tax Benefit of the Corporate Taxpayer with respect to the Tax Attributes is limited

in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income, the Net Tax

Benefit for that Taxable Year shall be allocated among all parties then-eligible to receive Tax Benefit Payments

under this Agreement in proportion to the amounts of Net Tax Benefit for that Taxable Year, respectively, that

would have been Attributable to each Rights Holder if the Corporate Taxpayer had sufficient taxable income so that

there were no such limitation.

Section 3.5 Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment

obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then

the Corporate Taxpayer and the Rights Holders agree that (a) Tax Benefit Payments for such Taxable Year shall be

allocated to all parties eligible to receive Tax Benefit Payments under this Agreement in such Taxable Year in

proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to each Rights Holder

if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (b) no Tax Benefit

Payments shall be made in respect of any Taxable Year until all Tax Benefit Payments to all Rights Holders in

respect of all prior Taxable Years have been made in full.

Section 3.6 IPO Basis Exchange. Notwithstanding anything to the contrary herein, any and all Tax Benefit

Payments that would otherwise be made pursuant to this Agreement to the Exchanging Holder with respect to any

IPO Basis shall be held in cash by the Corporate Taxpayer for the benefit of the Exchanging Holder (without any

interest thereon) (such withheld amount, the “Accrued Payment”). Promptly following the time the Exchanging

Holder has exchanged Units, such Accrued Payment Attributable to Exchanging Holder with respect to the

exchanged Units shall be paid by the Corporate Taxpayer to the Exchanging Holder.

Section 3.7 Intended Tax Treatment. The parties hereto agree that it is their intention, for U.S. federal (and

applicable state and local) income tax purposes, that:

(i) A Tax Benefit Payment paid to a Rights Holder that is an Exchanging Holder in respect of a Unit that is

subject to the Exchange Agreement shall be treated as in part additional purchase price for such Unit and in part

Imputed Interest;

(ii) A Tax Benefit Payment (other than Imputed Interest thereon) paid to PubCo Holdings (on behalf of any

Blocker Shareholder) in respect of a unit that was acquired by PubCo pursuant to the Blocker Reorganization shall

be treated as nonqualifying property or money for purposes of Section 351 and/or Section 356 of the Code received

in the Blocker Reorganization;

(iii) each Exchange (including the OpCo Exchange or IPO Exchange) shall give rise to Basis Adjustments;

(iv) all Tax Benefit Payments (other than Imputed Interest thereon) attributable to the Exchange Transferred

Basis, Basis Adjustments or IPO Basis (with respect to an IPO Basis Payment received as a result of an Exchange)

shall be treated as subsequent upward purchase price adjustments with respect to the Units exchanged in the

applicable Exchange that have the effect of creating additional Basis Adjustments to Reference Assets in the year of

payment;

(v) all Tax Benefit Payments (other than Imputed Interest thereon) attributable to the Blocker Transferred

Basis or Blocker Attributes or IPO Basis (with respect to an IPO Basis Payment received in respect of the Blocker

Reorganization) shall be treated as having the effect of creating additional Basis Adjustments to the Reference

Assets in the year of payment; and

(vi) the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest shall be deductible

by the Corporate Taxpayer (collectively, the “Intended Tax Treatment”).

ARTICLE IV

TERMINATION

Section 4.1 Termination of Agreement; Elective Early Termination; Automatic Early Termination.

(a) In General. This Agreement shall terminate at the time that all Tax Benefit Payments have been

made to the Rights Holders under this Agreement.

(b) Elective Early Termination. Notwithstanding Section 4.1(a), with the written approval of a majority

of the Independent Directors, the Corporate Taxpayer may terminate this Agreement by paying to the Rights

Holders the Early Termination Payment together with the other amounts required by this paragraph. If the Corporate

Taxpayer chooses to exercise its right of early termination pursuant to this Section 4.1(b), the Corporate Taxpayer

shall deliver to the Rights Holder Representative irrevocable written notice of such decision to exercise such right

(“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail

the calculation of the Early Termination Payment. The Early Termination Schedule shall become final and binding

on all parties in accordance with the procedures set forth Section 2.4(a). Upon finalization of the Early Termination

Schedule, the Corporate Taxpayer shall pay to each Rights Holder at the time set forth in Section 4.2, such Rights

Holder’s Attributable portion of (1) the Early Termination Payment, (2) the Tax Benefit Payment due and payable

but unpaid as of the date of the Early Termination Notice and (3) the Tax Benefit Payment due for a Taxable Year

ending prior to, with or including the date of the Early Termination Notice (except to the extent that such amount is

included in the Early Termination Payment).

Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of a failure to

make a payment when due, failure to honor any other material obligations required hereunder or by operation of law

as a result of the rejection of this Agreement in a case commenced under bankruptcy laws or otherwise, then all

obligations hereunder shall be accelerated, the Corporate Taxpayer shall be deemed to have delivered an Early

Termination Notice on the first date of such breach and the Corporate Taxpayer shall pay to the Rights Holders at

the time specified in Section 4.2, such Rights Holder’s Attributable portion of (1) the Early Termination Payment,

(2) any Tax Benefit Payment that is due and payable but unpaid as of such date and (3) any Tax Benefit Payment

due for the Taxable Year ending prior to, with or including such date (except to the extent that such amount is

included in the Early Termination Payment). The parties agree that the failure to make any payment due pursuant to

this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material

obligation under this Agreement for all purposes of this Agreement.

(d) Acceleration Upon Change of Control. In the event of a Change of Control, all obligations

hereunder shall be accelerated. In such event, the Corporate Taxpayer shall be deemed to have delivered an Early

Termination Notice on the date of such Change of Control and the Corporate Taxpayer shall pay to the Rights

Holders at the time specified in Section 4.2 (1) the Early Termination Payment, (2) any Tax Benefit Payment that is

due and payable but unpaid as of such date and (3) any Tax Benefit Payment due for the Taxable Year ending prior

to, with or including such date (except to the extent that such amount is included in the Early Termination Payment).

The Corporate Taxpayer shall use its reasonable best efforts to provide to the Rights Holder Representative an Early

Termination Schedule showing in reasonable detail the calculation of the Early Termination Payment with respect to

an expected Change of Control as far in advance as is reasonably practicable of such Change of Control (but no

more than thirty (30) Business Days in advance) so as to enable the calculation of the Early Termination Payment to

be finalized pursuant to Section 2.4(a) prior to the date of the effective date of the Change of Control.

Notwithstanding the foregoing, where the parties anticipate a Change of Control but are not certain of the date on

which such Change of Control will occur, the Corporate Taxpayer and the Rights Holder Representative may agree

to base the calculations contemplated by this Section 4.1(d) on a date other than the closing date of the Change of

Control.

(e) For the avoidance of doubt, this Section 4.1 shall not prevent the Corporate Taxpayer and the

Rights Holder Representative from negotiating a termination of the Rights Holders’ rights under this Agreement in

exchange for a payment that is different than the Early Termination Payment and which is binding on all Rights

Holders.

Section 4.2 Payment upon Early Termination Event.

(a) Any amount required to be paid pursuant to Section 4.1(b) or Section 4.1(c) shall be paid within

five (5) Business Days after the corresponding Early Termination Schedule is finalized pursuant to Section 2.4. Any

amount required to be paid pursuant to Section 4.1(d) shall be paid on the date of the closing of the Change of

Control. All such payments shall be made by wire transfer of immediately available funds to a bank account

designated by the Rights Holders, or as otherwise agreed by the Corporate Taxpayer and the Rights Holder

Representative.

(b) The “Early Termination Payment” with respect to an Early Termination Event shall equal the

present value as of the corresponding Early Termination Date, discounted at the Early Termination Rate as of such

date, of all Tax Benefit Payments that would be required to be paid by the Corporate Taxpayer to the Rights Holders

beginning from the Early Termination Date, calculated by applying the Valuation Assumptions.

ARTICLE V

PAYMENT MECHANICS AND COMPLIANCE WITH INDEBTEDNESS

Section 5.1 Late Payments. The amount of all or any portion of any Tax Benefit Payment or Early

Termination Payment (or other payment pursuant to Section 4.1 or Section 4.2) not made by the Corporate Taxpayer

to the Rights Holders when due under the terms of this Agreement (other than pursuant to Section 5.2) shall accrue

interest at the Default Rate commencing from the date on which such payment was due and payable.

Section 5.2 Compliance with Indebtedness. Notwithstanding anything to the contrary herein, if, at the time

any amounts become due and payable hereunder, the Corporate Taxpayer is not permitted, pursuant to the terms of

the Corporate Taxpayer’s debt financing arrangements, to pay such amounts, or the Corporate Taxpayer’s

Subsidiaries are not permitted, pursuant to the terms of the Corporate Taxpayer’s (or the applicable Subsidiary’s)

debt financing arrangements, to make dividends, loans or other transfers to the Corporate Taxpayer to allow the

Corporate Taxpayer to pay such amounts, then the Corporate Taxpayer shall by notice to the Rights Holder

Representative be permitted to defer the payment of such amounts to the minimum extent necessary until each

condition rendering the payment of such amounts impermissible as described in this Section 5.2 is no longer

applicable. At the time such condition is no longer applicable and no other such condition exists, such amounts

(together with accrued and unpaid interest thereon as described in this Section 5.2) shall become due and payable

immediately. If the Corporate Taxpayer defers the payment of any such amounts pursuant to the first sentence in this

Section 5.2, such amounts shall accrue interest at the Agreed Rate from the date that such amounts originally

became due and owing pursuant to the terms hereof to the date that such amounts are paid. For the avoidance of

doubt, any payment not made due to the preceding sentence shall not be deemed a breach under Section 4.1(c) of

this Agreement unless and until such payment remains unpaid thirty (30) calendar days after the date on which such

condition described in this Section 5.2 is no longer applicable. The Corporate Taxpayer agrees to use commercially

reasonable efforts to cure any condition rendering the payment of such amounts impermissible as described in this

Section 5.2 and to cause the Corporate Taxpayer and its Subsidiaries to pay dividends or make loans (including, to

the extent commercially reasonable, granting access to any revolving credit facility or other source of liquidity to

facilitate the payment of such dividends or loans), to the extent consistent with the terms of their outstanding

indebtedness and any applicable law, to the extent necessary to make payments hereunder.

Section 5.3 Conflicting Agreements. Unless the Rights Holder Representative otherwise agrees in writing,

the Corporate Taxpayer shall use commercially reasonable efforts not to, and shall cause the Corporate Taxpayer’s

Subsidiaries to use commercially reasonable efforts not to, enter into any agreement or indenture or any amendment

or other modification to any agreement or indenture (including, in each case, in connection with any refinancing) or

incur, create or assume any obligations in respect of indebtedness for borrowed money (excluding any trade

payables, intercompany debt or similar obligations) (“Senior Obligations”), in each case, after the date hereof, that

would reasonably be expected to, directly or indirectly, impede (or further impede) its ability to make payments

under this Agreement (other than any Early Termination Payment) in accordance with its terms, including any

agreement that would, directly or indirectly, impede (or further impede) the ability of the Corporate Taxpayer to pay

amounts payable under this Agreement (other than any Early Termination Payment) or the ability of the Corporate

Taxpayer’s Subsidiaries to upstream cash (by dividend, loan or other transfer) to the Corporate Taxpayer to fund

amounts payable by the Corporate Taxpayer under this Agreement (other than any Early Termination Payment);

provided that, for the avoidance of doubt, any interest incurred, accrued or otherwise payable in accordance with a

Senior Obligation shall not be deemed to, directly or indirectly, impede (or further impede) the Corporate

Taxpayer’s ability to make payments under this Agreement or the ability of the Corporate Taxpayer’s Subsidiaries to

upstream cash to the Corporate Taxpayer. Notwithstanding any other provision of this Agreement to the contrary, to

the extent that the Corporate Taxpayer enters into future Tax receivable or other similar agreements (“Future

TRAs”), the Corporate Taxpayer shall ensure that the terms of any such Future TRA shall provide that the Tax

Attributes subject to this Agreement shall be senior in priority in all respects to any Tax attributes subject to any

such Future TRA for purposes of calculating the amount and timing of payments under any such Future TRA and

that there is no duplication of Tax Attributes (and payments with respect thereto) that are subject to this Agreement

and Tax attributes (and payment obligations with respect thereto) that are subject to any Future TRAs. For the

avoidance of doubt, any payment required to be made by the Corporate Taxpayer to the Rights Holders under this

Agreement shall be pari passu in right of payment with all current or future unsecured obligations of the Corporate

Taxpayer and its Subsidiaries that are not Senior Obligations.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters.

(a) Except as otherwise provided in this Agreement, the Corporate Taxpayer and OpCo shall have full

responsibility for, and sole discretion over, all tax matters concerning the Corporate Taxpayer and OpCo,

respectively, including the preparation, filing or amending of any Tax Return and defending, contesting or settling

any issue pertaining to taxes, subject to a requirement that the Corporate Taxpayer and OpCo, as applicable, act in

good faith in connection with their direct or indirect control of any matter which is reasonably expected to affect the

Rights Holders’ rights and obligations under this Agreement.

(b) Notwithstanding the foregoing, the Corporate Taxpayer or OpCo, as applicable, shall notify the

Rights Holder Representative in writing of the commencement of, and keep the Rights Holder Representative

reasonably informed with respect to, any tax audit or tax administrative or judicial proceeding of the Corporate

Taxpayer (or its Subsidiaries) or OpCo by a Taxing Authority the outcome of which could reasonably be expected to

adversely affect the timing of, or the amount of, any Tax Benefit Payment (any “Tax Claim”), and shall give the

Rights Holder Representative reasonable opportunity to provide information and participate in the applicable portion

of such Tax Claim, including attending any meetings with any Taxing Authority, employing counsel separate from

the counsel employed by the Corporate Taxpayer or OpCo, as applicable, and having the opportunity to reasonably

comment on and approve all material submissions made by the Corporate Taxpayer or OpCo, as applicable, to any

Taxing Authority. Notwithstanding anything herein to the contrary, without the consent of the Rights Holder

Representative, which consent shall not be unreasonably withheld, conditioned or delayed, the Corporate Taxpayer

or OpCo, as applicable, shall not, and shall cause each respective Subsidiary not to, (i) change any accounting

method, or amend or take any position inconsistent with a previously-filed Tax Return of any such entity, in each

case, if such action could materially and adversely affect the Tax Benefit Payments or (ii) settle or otherwise resolve

any Tax Claim, if such settlement could have a materially adverse effect on a Rights Holder’s rights (including the

right to receive payments) under this Agreement.

Section 6.2 Cooperation. Each of the Corporate Taxpayer, OpCo and the Rights Holder Representative shall

(a) furnish to the other party in a timely manner such information, documents and other materials as the other party

may reasonably request for purposes of making or approving any determination or computation necessary or

appropriate under this Agreement, preparing any Tax Return or contesting, participating in, or defending any audit,

examination or controversy with any Taxing Authority including pursuant to Section 6.1, (b) make itself available to

the other party and its representatives to provide explanations of documents and materials and such other

information as the requesting party or its representatives may reasonably request in connection with any of the

matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter. Upon the

request of any Rights Holder the Corporate Taxpayer shall cooperate in taking any action reasonably requested by

such Rights Holder in connection with (i) its Tax or financial reporting or (ii) the consummation of any assignment

or transfer of any of its rights and/or obligations under this Agreement, including without limitation, providing any

information (including projections of taxable income and Tax Benefit Payments) or executing any documentation. In

addition, the Corporate Taxpayer shall not, and shall cause each of its Subsidiaries not to, take any action or omit to

take any action, in each case, that has the primary purpose of circumventing the attainment of or otherwise reducing

any Tax Benefit Payment or Early Termination Payment under this Agreement or triggering an Early Termination

Event under this Agreement.

Section 6.3 Consistency. The Corporate Taxpayer and the Rights Holders agree to report and cause to be

reported for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes, all

Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment) in a manner

consistent with that contemplated by this Agreement or specified by the Corporate Taxpayer in any Schedule

required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required

by law. The Corporate Taxpayer shall (and shall cause OpCo and its other Subsidiaries to) use commercially

reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all Rights

Holders under this Agreement) to defend the Tax treatment contemplated by this Agreement, including the Intended

Tax Treatment, and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, claims, demands and other communications to be given or

delivered under this Agreement shall be in writing and shall be deemed to have been given (a) when personally

delivered (or, if delivery is refused, upon presentment) or sent by email (unless the party delivering such notice

receives notice of transmission failure), (b) one (1) Business Day following delivery by reputable overnight express

courier (charges prepaid) or (c) three (3) calendar days following mailing by certified or registered mail, postage

prepaid and return receipt requested. Unless another address is specified in writing pursuant to the provisions of this

Section 7.1, notices, demands and other communications shall be sent to the addresses indicated below:

If to PubCo, to:

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention: Michael Rubiera

Email: ****

with a copy, in any case, to:

c/o Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention: Robert M. Hayward, P.C.

Robert E. Goedert, P.C.

Email: ****

****

If to the OpCo, to:

c/o Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention: Michael Rubiera

Email: ****

with a copy, in any case, to:

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention: Michael Rubiera

Email: ****

If to any Rights Holder, to:

Accelevation Investment Holdings, LLC

c/o Olympus Partners, LP

Metro Center, 4th Floor, One Station Place

Stamford, CT 06902

Attention: Matt Boyd

Matt Bujor

Email: ****

****

with a copy to:

c/o Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention: Robert M. Hayward, P.C.

Robert E. Goedert, P.C.

Email: ****

****

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall

be considered one and the same agreement and shall become effective when one or more counterparts have been

signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the

same counterpart. Delivery of an executed signature page to this Agreement by facsimile or email transmission shall

be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire

agreement and understanding among the parties with respect to the subject matter hereof and thereof and supersedes

all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. Nothing

in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or

remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Governing Law. The law of the State of Delaware shall govern (a) all claims or matters related

to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning

the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations

imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or

provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of

any jurisdiction other than the State of Delaware.

Section 7.5 Severability. If any provision of this Agreement is determined to be invalid, illegal or

unenforceable by any governmental entity, all other provisions of this Agreement shall nevertheless remain in full

force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties hereto

shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as

possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally

contemplated to the greatest extent possible.

Section 7.6 Successors; Assignment; Amendments; Waivers.

(a) No Rights Holder may assign its rights under this Agreement without the prior written consent of

the Rights Holder Representative; provided that, unless otherwise determined by the Corporate Taxpayer in its sole

discretion, any approved assignee shall execute and deliver a joinder to this Agreement in the form attached hereto

as Exhibit A. Any assignment of any such assignee’s rights meeting the requirements of Section 7.6(a) shall be

referred to herein as a “Permitted Assignment” and Schedule A hereto shall be amended to reflect such Permitted

Assignment.

(b) No provision of this Agreement may be amended unless such amendment is approved in writing by

the Corporate Taxpayer and the Rights Holder Representative. No provision of this Agreement may be waived

unless such waiver is in writing and signed by the party against whom the waiver is to be effective; provided that,

the Rights Holder Representative may waive any provision on behalf of any Rights Holder.

and burden of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs,

executors, administrators and legal representatives, including any permitted assignee pursuant to a Permitted

Assignment. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase,

merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by

written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same

extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

Section 7.7 Headings, Titles, and Subtitles. The headings, titles, and subtitles of the sections and

subsections of this Agreement are for convenience of reference only and are not to be considered in construing this

Agreement.

Section 7.8 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH

PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY

LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT

(WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN

CONNECTION WITH (A) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION,

COLLECTION OR ENFORCEMENT HEREOF OR (B) THE ACTIONS OF THE PARTIES IN THE

NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR

ENFORCEMENT HEREOF.

Section 7.9 Resolution of Disputes.

(a) Other than with respect to any disputes under Section 2.4, Section 4.1, or Section 4.2 (which are to

be resolved pursuant to Section 7.10) or claims for specific performance or other equitable relief, any and all

disputes hereunder which cannot be settled amicably between or among the Corporate Taxpayer, any Rights Holder

and/or the Rights Holder Representative, including any ancillary claims of any party, arising out of, relating to or in

connection with the validity, negotiation, execution, interpretation, performance or non-performance of this

Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by

arbitration conducted by a single arbitrator in accordance with the then existing Rules of Arbitration of the

International Chamber of Commerce. The place of arbitration shall be New York, New York. The parties to such

arbitration shall jointly select a single arbitrator who shall have the authority to hold hearings and to render a

decision in accordance with the then existing Rules of Arbitration of the International Chamber of Commerce. If the

parties to such arbitration fail to agree on the selection of an arbitrator within thirty (30) calendar days of the receipt

of the request for arbitration, the arbitrator shall be selected by the International Chamber of Commerce. The

arbitrator shall be a lawyer. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et

seq., and judgment on the award may be entered by any court having jurisdiction thereof. Performance under this

Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of Section 7.9(a), either the Corporate Taxpayer or the Rights

Holders or Rights Holder Representative may bring an action or special proceeding in any court of competent

jurisdiction for the purpose of compelling a party to arbitrate in accordance with Section 7.9(a), seeking temporary

or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of

this Section 7.9(b), the Rights Holders or Rights Holder Representative (i) expressly consents to the application of

Section 7.9(c) to any such action or proceeding, and (ii) irrevocably appoints the Corporate Taxpayer as its agent for

service of process in connection with any such action or proceeding and agrees that service of process upon such

agent, who shall promptly advise the Rights Holders or Rights Holder Representative of any such service of process,

shall be deemed in every respect effective service of process upon the Rights Holders or Rights Holder

Representative in any such action or proceeding.

REPRESENTATIVE EACH HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS

LOCATED IN THE STATE OF DELAWARE AND AGREES THAT ANY JUDICIAL PROCEEDING

BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7.9(B) OR SECTION 7.17 SHALL BE

BROUGHT AND DETERMINED EXCLUSIVELY IN ANY STATE COURT LOCATED IN THE STATE OF

DELAWARE AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE

(OR, IF SUCH STATE COURTS REFUSE TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER,

ANY FEDERAL COURT WITHIN THE STATE OF DELAWARE).

(d) The parties acknowledge that the forum designated by Section 7.9(c) has a reasonable relation to

this Agreement and to the parties’ relationship with one another.

Section 7.10 Reconciliation. In the event that the Corporate Taxpayer and the Rights Holder Representative

are unable to resolve a disagreement with respect to the matters governed by Section 2.4, Section 4.1, and

Section 4.2 within the relevant period designated in this Agreement (including the finalization of any Schedule or

the amount of any Tax Benefit Payment or Early Termination Payment (or other payment pursuant to the

Section 4.1) required to be made by the Corporate Taxpayer to the Rights Holders under this Agreement) (a

“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally

recognized expert in the particular area of disagreement (the “Expert”) mutually acceptable to both parties. The

Expert shall be a nationally recognized accounting, consulting or valuation firm (other than a so-called “Big Four”

accounting firm) mutually selected by the Corporate Taxpayer and the Rights Holder Representative. The Corporate

Taxpayer and the Rights Holder Representative shall instruct the Expert to, and the Expert shall, make a final

determination of such Reconciliation Dispute in accordance with the guidelines and procedures set forth in this

Agreement. The Corporate Taxpayer and the Rights Holder Representative will reasonably cooperate with the

Expert during the term of its engagement. The Corporate Taxpayer and the Rights Holder Representative shall

instruct the Expert not to, and the Expert shall not, assign a value to any item in dispute greater than the greatest

value for such item assigned by the Corporate Taxpayer, on the one hand, or the Rights Holder Representative, on

the other hand, or less than the smallest value for such item assigned by the Corporate Taxpayer, on the one hand, or

the Rights Holder Representative, on the other hand. The Corporate Taxpayer and the Rights Holder Representative

shall also instruct the Expert to, and the Expert shall, make its determination based solely on presentations by the

Corporate Taxpayer and the Rights Holder Representative that are in accordance with the guidelines and procedures

set forth in this Agreement and not on the basis of an independent review. If the Reconciliation Dispute is not

resolved before any payment that is the subject of the Reconciliation Dispute is due or any Tax Return reflecting the

subject of the Reconciliation Dispute is due, such payment shall be made on the date prescribed by this Agreement

and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon

resolution. The costs and expenses relating to the engagement of such Expert or the amendment of any Tax Return

shall be borne by the Corporate Taxpayer, except that the Rights Holder Representative shall pay a portion of the

fees and expenses of the Expert equal to the percentage by which the portion of the disputed amounts not awarded to

Rights Holders (if any) bears to the aggregate amount actually disputed. Any dispute as to whether a dispute is a

Reconciliation Dispute, within the meaning of this Section 7.10 shall be decided by the Expert. The Expert shall

finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.10 shall

be binding on the Corporate Taxpayer and the Rights Holder Representative and may be entered and enforced in any

court having jurisdiction.

Section 7.11 Withholding. The Corporate Taxpayer shall be entitled to deduct and withhold from any

payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and

withhold with respect to the entering into this Agreement or the making of such payment under the Code, or any

applicable provision of state, local or non-U.S. tax law, provided further, that the Corporate Taxpayer (i) gives ten

(10) days advance written notice of its intention to make such withholding to the Rights Holder Representative, (ii)

identifies the legal basis requiring such withholding and (iii) gives the Rights Holder Representative a reasonable

opportunity to establish that such withholding is not legally required or may be reduced. To the extent that amounts

are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld

amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Rights Holder. The

Corporate Taxpayer shall provide evidence of such payments to the Rights Holders to the extent that such evidence

is available. Each Rights Holder shall deliver to the Corporate Taxpayer at (i) the time such Rights Holder becomes

a Rights Holder and (ii) the reasonable request of the Corporate Taxpayer, such properly completed and executed

documentation reasonably requested by the Corporate Taxpayer as will permit such payments to be made without

withholding or at a reduced rate of withholding (including IRS Form W-9 or the appropriate IRS Form W-8, as

applicable).

Section 7.12 Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate

Assets.

(a) If the Corporate Taxpayer or any of its Subsidiaries is or becomes a member of an affiliated,

consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax

Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state, local or foreign Tax

law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax

Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with

reference to the consolidated, combined or unitary taxable income of the group as a whole.

(b) If any Person the income of which is included in the income of the Corporate Taxpayer or its

Subsidiaries or the Corporate Taxpayer’s or its Subsidiaries’ affiliated or consolidated group transfers one or more

Reference Assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with

which such entity does not file a consolidated Tax Return pursuant to Section 1501 of the Code or any

corresponding provisions of state, local or non-U.S. Tax law, such entity, for purposes of calculating the amount of

any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such

Reference Asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be

received in a transaction contemplated in the prior sentence shall be equal to the fair market value of the deemed

transferred Reference Asset, plus (i) the amount of debt to which such Reference Asset is subject, in the case of a

transfer of an encumbered asset or (ii) the amount of debt allocated to such Reference Asset, in the case of a transfer

of a partnership interest. The transactions described in this Section 7.12(b) shall be taken into account in determining

the Realized Tax Benefit or Realized Tax Detriment, as applicable, for such Taxable Year based on the income,

gain or loss deemed allocated to the Corporate Taxpayer and its Subsidiaries using the Non-Blocker Transferred

Basis, Non-Exchange Transferred Basis, Non-IPO Basis, Non-Stepped Up Tax Basis and Non-Unit Transferred

Basis of the Reference Assets in calculating its Hypothetical Tax Liability for such Taxable Year and using the

actual Tax basis of the Reference Assets in calculating its Actual Tax Liability, determined using the “with and

without” methodology. Thus, for example, in determining the Hypothetical Tax Liability of the Corporate Taxpayer

or its Subsidiaries the taxable income of the Corporate Taxpayer or its Subsidiaries shall be determined by treating

OpCo as having sold the applicable Reference Asset for its fair market value, recovering any basis applicable to

such Reference Asset (using the Non-Blocker Transferred Basis, Non-Exchange Transferred Basis, Non-IPO Basis,

Non-Stepped Up Tax Basis and Non-Unit Transferred Basis), while the Actual Tax Liability of the Corporate

Taxpayer or its Subsidiaries would be determined by recovering the actual Tax basis of the Reference Asset that

reflects any Blocker Transferred Basis, Exchange Transferred Basis, IPO Basis, Basis Adjustments and Unit

Transferred Basis. For purposes of this Section 7.12, a transfer of a partnership interest shall be treated as a transfer

of the transferring partner’s share of each of the assets and liabilities of that partnership.

Section 7.13 Confidentiality.

(a) The Rights Holders and the Rights Holder Representative acknowledge and agree that the

information of the Corporate Taxpayer is confidential and, except in the course of performing any duties as

necessary for the Corporate Taxpayer, as required by law or legal process or to enforce the terms of this Agreement,

shall keep and retain in confidence and not disclose to any Person any confidential matters of the Corporate

Taxpayer acquired pursuant to this Agreement.

(b) This Section 7.13 shall not restrict (i) the disclosure of any information that has been made publicly

available by the Corporate Taxpayer, becomes public knowledge (except as a result of an act of any Rights Holder,

the Rights Holder Representative or any of their Affiliates in violation of this Agreement) or is generally known to

the business community, (ii) the disclosure of information to its personnel and representatives who are subject to

confidentiality obligations or otherwise to the extent reasonably necessary for any Rights Holder or its Affiliates to

prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to

prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns or

(iii) the disclosure of information to any direct or indirect current, former or prospective limited partners of any

Rights Holder so long as such Persons are apprised of the confidential nature thereof. Notwithstanding anything to

the contrary in this Agreement, each Rights Holder (and each employee, representative or other agent of such Rights

Holder, as applicable) may disclose the tax treatment and tax structure of (A) the Corporate Taxpayer, (B) the

transactions, if any, entered into in connection with this Agreement, (C) this Agreement, and (D) any of the

transactions of the Corporate Taxpayer, and all materials of any kind (including opinions or other tax analyses) that

are provided to the Rights Holders relating to such tax treatment and tax structure.

Section 7.14 Rules of Construction. Unless otherwise specified herein:

(a) For purposes of interpretation of this Agreement:

(i) the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this

Agreement shall refer to this Agreement as a whole and not to any particular provision thereof;

(ii) any accounting term used and not otherwise defined in this Agreement has the meaning assigned to such

term in accordance with GAAP;

(iii) unless specified otherwise, references to an Article, Section or clause refer to the appropriate Article,

Section or clause in this Agreement;

(iv) the terms “include” or “including” are by way of example and not limitation and shall be deemed

followed by the words “without limitation”;

(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be

followed by the phrase “and only if”; and

(vi) the term “documents” includes any and all instruments, documents, agreements, certificates, notices,

reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(b) In the computation of periods of time from a specified date to a later specified date, the word

“from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word

“through” means “to and including.”

interpretation of this Agreement.

(d) Unless otherwise expressly provided herein, references to any law (including the Code) include all

statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

(e) Where a word is defined herein, references to the singular shall include references to the plural and

vice versa.

(f) With regard to all dates, deadlines and time periods set forth or referred to in this Agreement, time

is of the essence. If the date specified for giving any notice or taking any action is not a Business Day (or if the

period during which any notice is required to be given or any action taken expires on a date which is not a Business

Day), then the date for giving such notice or taking such action (and the expiration date of such period during which

notice is required to be given or action taken) shall be automatically extended to the next date which is a Business

Day.

Section 7.15 Rights Holder Representative. By executing this Agreement, each of the Rights Holders shall

be deemed to have irrevocably constituted the Rights Holder Representative as his, her or its agent, proxy and

attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and

execute any and all documents on behalf of such Rights Holders which may be necessary, convenient or appropriate

to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required

pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement, receipt and forwarding

of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement;

(iv) any and all consents, waivers, amendments or modifications deemed by the Rights Holder Representative, in its

sole and absolute discretion, to be necessary or appropriate under this Agreement (including a termination of the

Corporate Taxpayer’s obligations) and the execution or delivery of any documents that may be necessary or

appropriate in connection therewith; (v) amending this Agreement or any of the instruments to be delivered to the

Corporate Taxpayer pursuant to this Agreement; (vi) taking actions the Rights Holder Representative is expressly

authorized to take pursuant to the other provisions of this Agreement; (vii) negotiating and compromising, on behalf

of such Rights Holders, any dispute that may arise under, and exercising or refraining from exercising any remedies

available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such

Rights Holders, any settlement agreement, release or other document with respect to such dispute or remedy; and

(viii) engaging attorneys, accountants, agents or consultants on behalf of such Rights Holders in connection with this

Agreement or any other agreement contemplated hereby and paying any fees related thereto. The Rights Holder

Representative may resign upon thirty (30) calendar days’ written notice to the Corporate Taxpayer. All reasonable

and documented out-of-pocket costs and expenses incurred by the Rights Holder Representative in its capacity as

such shall be promptly reimbursed by the Corporate Taxpayer upon presentation of an invoice and reasonable

support therefor by the Rights Holder Representative. To the fullest extent permitted by law, none of the Rights

Holder Representative, any of its Affiliates, or any of the Rights Holder Representative’s or Affiliate’s directors,

officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in

damages or otherwise to any Rights Holder, OpCo or the Corporate Taxpayer for damages arising from any action

taken or omitted to be taken by the Rights Holder Representative or any other Person with respect to OpCo or the

Corporate Taxpayer, except in the case of any action or omission which constitutes, with respect to such Person,

willful misconduct or fraud, and each Rights Holder shall indemnify, defend and hold harmless the Rights Holder

Representative for any losses, liabilities or damages arising out of the Rights Holder Representative’s performance

of its duties hereunder. Each of the Covered Persons may consult with legal counsel, accountants and other experts

selected by it, and any act or omission suffered or taken by it on behalf of the Rights Holders or in furtherance of the

interest of the Rights Holders in good faith in reliance upon and in accordance with the advice of such counsel,

accountants or other experts shall create a rebuttable presumption of the good faith and due care of such Covered

Person with respect to such act or omission; provided that such counsel, accountants or other experts were selected

with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to OpCo,

the Corporate Taxpayer or the Rights Holders for acting or refraining from acting upon, any resolution, certificate,

statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document

reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Each

Rights Holder irrevocably agrees that such agency is coupled with an interest and is therefore irrevocable without

the written consent of the Rights Holder Representative and will survive the death, incapacity, dissolution,

liquidation or bankruptcy of such Rights Holder.

Section 7.16 Partnership Agreement. To the extent this Agreement imposes obligations on OpCo or a

member of OpCo, this Agreement shall be treated as part of the OpCo Agreement as described in Section 761(c) of

the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.17 Specific Performance. The parties hereto agree that irreparable damage, for which monetary

relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this

Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties

hereto fail to take any action required of them hereunder to consummate any of the transactions contemplated by this

Agreement. It is accordingly agreed that (i) the parties hereto shall be entitled to an injunction or injunctions,

specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the

terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to

which they are entitled under this Agreement and to thereafter cause the transactions contemplated by this

Agreement to be consummated, and (ii) the right of specific performance and other equitable relief is an integral part

of the transactions contemplated by this Agreement and without that right, no party hereto would have entered into

this Agreement. The parties hereto agree not to assert that a remedy of specific performance or other equitable relief

is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that a remedy of monetary

damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The

parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this

Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this

Section 7.17 shall not be required to provide any bond or other security in connection with any such order or

injunction.

Section 7.18 Certain Acknowledgments. Without limiting the generality of Section 2.4, any Person who or

which accepts the rights and obligations of a Rights Holder under this Agreement shall be treated as a Rights Holder

hereunder pursuant to the terms hereof, and such Person shall be deemed to have adhered to and agreed to be bound

by the terms of this Agreement as a Rights Holder without further action or the execution of any additional

documents or instruments, including any counterpart signature page to this Agreement or joinder to this Agreement.

Further, each such Person shall be deemed to have agreed not to assert any claim that it is not bound by the terms of

this Agreement and acknowledges that in no circumstance can such Person be a Rights Holder, or be entitled to the

rights of a Rights Holder hereunder, if it is not bound by all of the terms and conditions of this Agreement,

including, without limitation, the obligations to which a Rights Holder is subject hereunder.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Tax Receivable Agreement as of the date first

written above.

COMPANY:

ACCELEVATION HOLDINGS CORP.

By:/s/ Michael Rubiera

Name: Michael Rubiera

Title: Chief Executive Officer

OPCO:

ACCELEVATION HOLDINGS LLC

By:/s/ Michael Rubiera

Name: Michael Rubiera

Title: Chief Executive Officer

INSTOR:

INSTOR BLOCKER, INC.

By:/s/ Michael Rubiera

Name: Michael Rubiera

Title: Chief Executive Officer


RIGHTS HOLDERS:

ACCELEVATION INVESTMENT HOLDINGS LLC

By:	/s/ Michael Rubiera
Name:	Michael Rubiera
Title:	Chief Executive Officer

Exhibit 10.4

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of September 30, 2026 and effective as of immediately prior

to the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Instor Blocker, Inc. (“Blocker”), Accelevation Holdings LLC, a

Delaware limited liability company (the “Company”), and Accelevation Investment Holdings LLC, a

Delaware limited liability company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units of

the Company and shares of Class B common stock, par value $0.0001 per share, of Pubco (“Class B

Common Stock”) set forth on Exhibit A hereto; and

WHEREAS, the parties to this Agreement desire to provide for the exchange of Exchangeable

Units together with shares of Class B Common Stock for shares of Class A Common Stock, on the terms

and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained

herein and for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

Section 1.1Definitions.

As used in this Agreement, the following terms have the meanings set forth in this Section 1.1.

All other capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed

to such terms in the LLC Agreement.

“Agreement” has the meaning set forth in the preamble.

“Blocker” has the meaning set forth in the preamble.

“Cash Payment” means, an amount in cash equal to the product of (x) the Exchanged Unit

Amount, (y) the then-applicable Exchange Rate, and (z) (i) solely in connection with a Change of Control

Exchange, the Class A Common Stock Value, and (ii) with respect to any Exchange that is not a Change

of Control Exchange, the net price (after underwriting discounts) of Class A Common Stock received by

Pubco in the substantially concurrent public offering or private sale, as applicable.

“Change of Control” has the meaning set forth in the Tax Receivable Agreement.

“Change of Control Exchange” has the meaning set forth in Section 2.1(b)(i).

“Change of Control Exchange Date” has the meaning set forth in Section 2.1(b)(iii).

“Class A Common Stock” means Class A common stock, par value $0.0001 per share, of Pubco.

“Class A Common Stock Value” means, with respect to any Change of Control Exchange, the

greater of (x) the arithmetic average of the volume weighted average prices for a share of Class A

Common Stock on the principal U.S. securities exchange or automated or electronic quotation system on

which the Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor, for each of the

three (3) consecutive full Trading Days ending on and including the last full Trading Day immediately

prior to the related Exchange Date, subject to appropriate and equitable adjustment for any stock splits,

reverse splits, stock dividends or similar events affecting the Class A Common Stock and (y) the price per

share of Class A Common Stock offered by the Person or group that is the acquirer in the applicable

Change of Control transaction. If the Class A Common Stock no longer trades on a securities exchange or

automated or electronic quotation system, then the Class A Common Stock Value shall be determined in

good faith by a majority of the directors of Pubco that do not have an interest in the Exchangeable Units

and shares of Class B Common Stock being Exchanged.

“Class B Common Stock” means Class B common stock, par value $0.0001 per share, of Pubco.

“Contribution Notice” has the meaning set forth in Section 2.1(a)(iv).

“Effective Time” has the meaning set forth in the preamble.

“Exchange” has the meaning set forth in Section 2.1(a)(i).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Date” has the meaning set forth in Section 2.1(a)(iv).

“Exchange Notice” has the meaning set forth in Section 2.1(a)(iv).

“Exchange Rate” means the number of shares of Class A Common Stock for which one Series B

Unit is entitled to be Exchanged. The Exchange Rate will also be used to determine the number of shares

of Class B Common Stock that the Member must surrender upon an Exchange. On the date of this

Agreement, the Exchange Rate shall be 1.00, subject to adjustment pursuant to Section 2.2.

“Exchangeable Unit” means a Series B Unit held by the Member.

“Exchanged Unit Amount” means, with respect to an Exchange, the number of Exchangeable

Units set forth in the applicable Exchange Notice.

“First Exchange Time” means the expiration or earlier waiver of any lockup agreement relating to

the IPO.

“IPO” has the meaning set forth in the recitals.

“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges,

proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on

title or transfer of any nature whatsoever, in each case, excluding transfer restrictions under applicable

securities laws.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of

the Company, dated as of the date hereof, as the same may be amended, amended and restated or replaced

from time to time.

“Member” has the meaning set forth in the preamble.

“Pubco” has the meaning set forth in the preamble.

“Retraction Notice” has the meaning set forth in Section 2.1(a)(vii).

“SEC” means the U.S. Securities and Exchange Commission.

“Takeover Laws” has the meaning set forth in Section 3.1.

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated as of the date

hereof, by and among Pubco, the Company and the other signatories listed on Schedule A thereto.

“Trading Day” means a day on which the principal U.S. securities exchange on which the Class A

Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading

shall have been suspended for the entire day).

ARTICLE II

Section 2.1Exchange of Units.

(a)Elective Exchanges.

(i)From and after the First Exchange Time, unless otherwise determined by

the Member and Pubco, in accordance with the procedures set forth in Section 2.6, the Member

shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to

surrender Exchangeable Units to Blocker and a corresponding number of shares of Class B

Common Stock to Pubco after taking into account the Exchange Rate (in each case, free and clear

of all Liens) in exchange for the delivery to the Member (or its designee) of either, at the option

of Pubco, (x) a number of shares of Class A Common Stock that is equal to the product of the

applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection

with an Exchange (including a Change of Control Exchange) that coincides with a substantially

concurrent public offering or private sale of Class A Common Stock, the applicable Cash

Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A

Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject

to Section 2.1(a)(ii), from and after the First Exchange Time, the Member may Exchange any

Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary

herein, neither Pubco nor Blocker shall effectuate a Cash Payment pursuant to this Section 2.1(a)

or Section 2.1(b) unless (A) Pubco determines to consummate a private sale or public offering of

Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange

Date and (B) Pubco contributes sufficient proceeds from such private sale or public offering to

Blocker for payment by Blocker of the applicable Cash Payment or Pubco directly pays the

applicable Cash Payment. For the avoidance of doubt, Blocker shall have no obligation to make a

Cash Payment that exceeds the cash contributed to Blocker by Pubco from Pubco’s offering or

sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i).

(ii)Notwithstanding anything to the contrary contained herein, the Member

shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding

number of shares of Class B Common Stock after taking into account the Exchange Rate) as set

forth in this Section 2.1(a), and Pubco, Blocker and Company shall have the right to refuse to

honor any request for such an Exchange, if at any time Pubco, Blocker or the Company (as

applicable) determines based on the advice of counsel that such Exchange (1) would be

prohibited by law or regulation (including the unavailability of a registration of such Exchange

under the Securities Act or an exemption from the registration requirements thereof) or (2) would

not be permitted under any agreement with Pubco, Blocker, the Company or any of their

Subsidiaries to which the Member is party (including the LLC Agreement). Upon such

determination, Pubco, Blocker, or the Company (as applicable) shall notify the Member, which

such notice shall include an explanation in reasonable detail as to the reason that the Exchange

has not been honored.

(iii)Notwithstanding anything to the contrary herein, if the Manager of the

Company, after consultation with its outside legal counsel and tax advisor, shall determine in

good faith that interests in the Company do not meet the requirements of Treasury Regulation

Section 1.7704-1(h) (or other provisions of those Regulations as determined by the Manager in its

sole discretion), the Company may impose such restrictions on Exchanges as the Company may

reasonably determine to be necessary or advisable so that the Company is not treated as a

“publicly traded partnership” under Section 7704 of the Code.

(iv)The Member shall exercise its right to effectuate an Exchange of

Exchangeable Units, and a corresponding number of shares of Class B Common Stock after

taking into account the Exchange Rate, as set forth in this Section 2.1(a), by delivering to the

Company, with a contemporaneous copy delivered to Pubco, during normal business hours, (A) a

written election of exchange in respect of the Exchangeable Units to be exchanged substantially

in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by the Member, (B) any

certificates in the Member’s possession representing such Exchangeable Units, (C) any stock

certificates in the Member’s possession representing such shares of Class B Common Stock and

(D) if Pubco or the Company requires the delivery of the certification contemplated by Section

2.4(b), such certification or written notice from the Member that it is unable to provide such

certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section

2.1(a)(vii), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth (5th) Business

Day following the Business Day on which Pubco and the Company have received all of the items

specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iv) or such later date that is

a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”);

provided, that the Company may establish alternate exchange procedures as necessary in order to

facilitate the establishment by the Member of a trading plan meeting the requirements of Rule

10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of

the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange

shall cease, and unless Pubco has elected Cash Payment, the Member (or its designee) shall be

treated for all purposes as having become the record holder of the shares of Class A Common

Stock to be received by the Member in respect of such Exchange.

(v)Within two (2) Business Days following the Business Day on which

Pubco and the Company have received the Exchange Notice, Pubco shall give written notice (the

“Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement

method; provided that, if Pubco does not timely deliver a Contribution Notice, Pubco shall be

deemed to have not elected the Cash Payment method.

(vi)The Member may specify, in an applicable Exchange Notice, that the

Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or

event, including the consummation of a purchase by another Person (whether in a tender or

exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares

of Class A Common Stock or any merger, consolidation or other business combination.

(vii)Notwithstanding anything herein to the contrary, the Member may

withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New

York City time, on the Business Day immediately prior to the Exchange Date by giving written

notice (a “Retraction Notice”) to the Company (with a copy to Pubco) specifying (A) the number

of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common

Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and

corresponding number of shares of Class B Common Stock after taking into account the

Exchange Rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Member

so determines, a new Exchange Date or any other new or revised information permitted in the

Exchange Notice.

(b)Change of Control. In connection with a Change of Control, and subject to any

approval of the Change of Control by the holders of Class A Common Stock and Class B

Common Stock that may be required:

(i)Pubco shall have the right to require the Member to effectuate an

Exchange of some or all of the Member’s Exchangeable Units, and a corresponding number of

shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free

and clear of all Liens), with Blocker or, at the option of Pubco, with any Subsidiary of Pubco, in

each case, in exchange for the delivery by Blocker to the Member (or its designee) of a number of

shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit

Amount and the Exchange Rate (such Exchange, a “Change of Control Exchange”) in accordance

with the procedures set forth in Section 2.6; provided that, if Pubco requires the Member to

Exchange less than all of its outstanding Exchangeable Units (and corresponding number of

shares of Class B Common Stock after taking into account the Exchange Rate), the Member’s

participation in the required Exchange shall be reduced pro rata based on ownership of

Exchangeable Units. For the avoidance of doubt, any Exchangeable Units and a corresponding

number of shares of Class B Common Stock held by the Member that are not Exchanged pursuant

to a Change of Control Exchange may be Exchanged by the Member after the Change of Control

transaction pursuant to Section 2.1(a) subject to and in accordance with the terms thereof.

(ii)The election of Pubco pursuant to this Section 2.1(b) shall be at the sole

discretion of Pubco upon the approval thereof by a majority of the Board of Directors of Pubco.

(iii)Any Exchange pursuant to this Section 2.1(b) shall be effective

immediately prior to the consummation of the Change of Control (and, for the avoidance of

doubt, shall not be effective if such Change of Control is not consummated) (the “Change of

Control Exchange Date”). From and after the Change of Control Exchange Date, (A) the

Exchangeable Units and shares of Class B Common Stock Exchanged pursuant to this Section

2.1(b) shall be deemed to be transferred to the Company and Pubco, as applicable, on the Change

of Control Exchange Date and (B) the Member shall cease to have any rights with respect to the

Exchangeable Units and shares of Class B Common Stock that is Exchanged pursuant to this

Section 2.1(b) (other than the right to receive shares of Class A Common Stock pursuant to

Section 2.1(b)(i) upon compliance with its obligations under Section 2.1(c)).

(iv)Pubco shall provide written notice of an expected Change of Control to

the Member within the earlier of (A) five (5) Business Days following the execution of the

agreement with respect to such Change of Control and (B) ten (10) Business Days before the

proposed date upon which the contemplated Change of Control is to be effected, indicating in

such notice such information as may reasonably describe the Change of Control transaction,

subject to applicable law, including the date of execution of such agreement or such proposed

effective date, as applicable, the amount and types of consideration to be paid for Exchangeable

Units and shares of Class B Common Stock or shares of Class A Common Stock, as applicable,

in the Change of Control (which consideration shall be equivalent whether paid for Exchangeable

Units and shares of Class B Common Stock or shares of Class A Common Stock), any election

with respect to types of consideration that a holder of Exchangeable Units and shares of Class B

Common Stock or shares of Class A Common Stock, as applicable, shall be entitled to make in

connection with the Change of Control, the percentage of total Exchangeable Units and shares of

Class B Common Stock or shares of Class A Common Stock, as applicable, to be transferred to

the acquirer by all shareholders in the Change of Control, and the number of Exchangeable Units

and shares of Class B Common Stock held by the Member that Pubco intends to require to be

Exchanged for shares of Class A Common Stock in connection with the Change of Control.

Pubco shall update such notice from time to time to reflect any material changes to such notice.

Pubco may satisfy any such notice and update requirements described in the preceding two

sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9,

Preliminary Merger Proxy on Schedule 14A, Definitive Merger Proxy on Schedule 14A or

similar form filed with the SEC.

(c)Exchange Procedure on Change of Control Exchange. On or prior to the Change

of Control Exchange Date, the Member shall deliver to Pubco or the Company, as applicable,

with a contemporaneous copy delivered to the Company, in each case during normal business

hours at the principal executive offices of the Company and Pubco, respectively: (A) an

Exchange Notice, duly executed by the Member; (B) any certificates in the Member’s possession

representing all Exchangeable Units being surrendered by the Member to Blocker; (C) any stock

certificates in the Member’s possession representing all shares of Class B Common Stock being

surrendered by the Member to Pubco; and (D) if Pubco or the Company requires the delivery of

the certification contemplated by Section 2.4(b), such certification or written notice from the

Member that it is unable to provide such certification.

(d)Exchange Consideration. As promptly as practicable on or after the Exchange

Date or Change of Control Exchange Date, as applicable, provided the Member has satisfied its

obligations under Section 2.1(a)(iv) or Section 2.1(c), as applicable, the Company or Pubco shall

deliver or cause to be delivered to the Member (or its designee), either certificates or evidence of

book-entry shares representing the number of shares of Class A Common Stock deliverable upon

the applicable Exchange, registered in the name of the Member (or its designee) or, if Pubco has

so elected, the Cash Payment. Notwithstanding anything set forth in this Section 2.1(d) to the

contrary, to the extent the Class A Common Stock issued in the exchange will be settled through

the facilities of The Depository Trust Company, the Company or Pubco will, upon the written

instruction of the Member, deliver the shares of Class A Common Stock deliverable to the

Member through the facilities of The Depository Trust Company to the account of the participant

of The Depository Trust Company designated by the Member in the Exchange Notice. Upon the

Member exercising its right to Exchange in accordance with Section 2.1(a)(i) or the occurrence of

a Change of Control Exchange, the Company or Pubco shall take such actions as (A) may be

required to ensure that the Member receives the shares of Class A Common Stock or the Cash

Payment that the Member is entitled to receive in connection with such Exchange pursuant to this

Section 2.1, and (B) may be reasonably within its control that would cause such Exchange to be

treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax

Receivable Agreement.

(e)Legends.

(i)The shares of Class A Common Stock issued upon an Exchange, other

than any such shares issued in an Exchange subject to an effective registration statement under

the Securities Act, shall bear a legend in substantially the following form:

THE TRANSFER OF THESE SECURITIES HAS NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER

JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED

OTHER THAN IN ACCORDANCE WITH THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS

AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION

THEREFROM.

(ii)If (A) any shares of Class A Common Stock have been sold pursuant to a

registration statement that has been declared effective by the SEC, (B) all of the applicable

conditions of Rule 144 are met or (C) the legend (or a portion thereof) otherwise ceases to be

applicable, Pubco, upon the written request of the holder thereof, shall promptly provide such

holder or its respective transferees with new certificates (or evidence of book-entry share) for

securities of like tenor not bearing the provisions of the legend with respect to which the

restriction has terminated. In connection therewith, such holder shall provide Pubco with such

information in its possession as Pubco may reasonably request (which may include an opinion of

counsel reasonably acceptable to Pubco) in connection with the removal of any such legend.

(f)Cancellation of Class B Common Stock. Any shares of Class B Common Stock

surrendered in an Exchange shall automatically be deemed cancelled without any action on the

part of any Person, including Pubco. Any such cancelled shares of Class B Common Stock shall

no longer be outstanding, and all rights with respect to such shares shall automatically cease and

terminate.

(g)Expenses. Subject to any other arrangement or agreement among the Company

and the Member, each party hereto shall bear their own expenses in connection with the

consummation of any Exchange, whether or not any such Exchange is ultimately consummated,

except that Pubco shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in

connection with, or arising by reason of, any Exchange; provided, however, that if any shares of

Class A Common Stock are to be delivered in a name other than that of the Member (or The

Depository Trust Company or its nominee for the account of a participant of The Depository

Trust Company that will hold the shares for the account of the Member) or a direct or indirect

equityholder of the Member or the Cash Payment is to be paid to a Person other than the Member

or a direct or indirect equityholder of the Member, then the Member or the Person in whose name

such shares are to be delivered or to whom the Cash Payment is to be paid shall pay to Pubco the

amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or

arising by reason of, such Exchange or shall establish to the reasonable satisfaction of Pubco that

such tax has been paid or is not payable.

Section 2.2Adjustment.

The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any stock or

unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or

otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization

or otherwise) of the shares of Class B Common Stock or Series B Units that is not accompanied by a

substantively identical subdivision or combination of the Class A Common Stock; or (b) any subdivision

(by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization,

recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification,

reorganization, recapitalization or otherwise) of the shares of Class A Common Stock that is not

accompanied by a substantively identical subdivision or combination of the shares of Class B Common

Stock or Series B Units. To the extent not reflected in an adjustment to the Exchange Rate, if there is any

reclassification, reorganization, recapitalization or other similar transaction in which the Class A

Common Stock is converted or changed or exchanged into or for another security, securities or other

property, then upon any subsequent Exchange, the Member shall be entitled to receive the amount of such

security, securities or other property that the Member would have received if such Exchange had occurred

immediately prior to the effective date of such reclassification, reorganization, recapitalization or other

similar transaction, taking into account any adjustment as a result of any subdivision (by any split,

distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by

reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property

that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar

transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or

other similar transaction in which the Class A Common Stock is converted or changed or exchanged into

or for another security, securities or other property, this Section 2.2 shall continue to be applicable,

mutatis mutandis, with respect to such security or other property.

Section 2.3Class A Common Stock to be Issued.

(a)Pubco shall at all times reserve and keep available out of its authorized but

unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such

number of shares of Class A Common Stock as shall be sufficient to effect the conversion of all

outstanding Exchangeable Units; provided, however, that nothing contained herein shall be

construed to preclude Pubco from satisfying its obligations in respect of any such Exchange by

delivery of unencumbered purchased shares of Class A Common Stock (which may or may not

be held in the treasury of Pubco or any subsidiary thereof).

(b)Pubco has taken and will take all such steps as may be required to cause to

qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and be

exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of

equity securities of Pubco (including derivative securities with respect thereto) and any securities

that may be deemed to be equity securities or derivative securities of Pubco for such purposes that

result from the transactions contemplated by this Agreement, by each director or officer of Pubco

(including directors-by-deputization) who may reasonably be expected to be subject to the

reporting requirements of Section 16(a) of the Exchange Act with respect to Pubco upon the

registration of any class of equity security of Pubco pursuant to Section 12 of the Exchange Act

(with the authorizing resolutions specifying the name of each such officer or director whose

acquisition or disposition of securities is to be exempted and the number of securities that may be

acquired and disposed of by each such Person pursuant to this Agreement).

(c)If any Takeover Law or other similar law or regulation becomes or is deemed to

become applicable to this Agreement or any of the transactions contemplated hereby, Pubco shall

use its reasonable best efforts to render such law or regulation inapplicable to all of the foregoing.

(d)Pubco covenants that all shares of Class A Common Stock issued upon an

Exchange will, upon issuance, be validly issued, fully paid and non-assessable and not subject to

any preemptive right of stockholders of Pubco or to any right of first refusal or other right in

favor of any Person.

Section 2.4Withholding; Certification of Non-Foreign Status.

(a)If Pubco or the Company shall be required to withhold any amounts by reason of

any federal, state, local or foreign tax rules or regulations in respect of any Exchange, Pubco or

the Company, as the case may be, shall be entitled to take such action as it deems appropriate in

order to ensure compliance with such withholding requirements, including, at its option,

withholding shares of Class A Common Stock with a fair market value equal to the minimum

amount of any taxes that Pubco, Blocker or the Company, as the case may be, may be required to

withhold with respect to such Exchange. To the extent that amounts are (or property is) so

withheld and paid over to the appropriate taxing authority, such withheld amounts (or property)

shall be treated for all purposes of this Agreement as having been paid (or delivered) to the

Member.

(b)Notwithstanding anything to the contrary herein, each of Pubco, Blocker and the

Company may, in its discretion, require that the Member deliver to Pubco, Blocker or the

Company, as the case may be, a duly completed and executed IRS Form W-9 prior to an

Exchange. In the event Pubco, Blocker or the Company has required delivery of such form but

the Member does not provide such form, Pubco, Blocker or the Company, as the case may be,

shall nevertheless deliver or cause to be delivered to the Member the Class A Common Stock or

the Cash Payment in accordance with Section 2.1, but subject to withholding as provided in

Section 2.4(a).

Section 2.5Tax Treatment.

(a)The parties hereto intend to treat any Exchange consummated hereunder as a

taxable sale of the Exchangeable Units and Class B Common Stock (if any) by the Member to

Blocker for U.S. federal and applicable state and local income tax purposes except as otherwise

mutually agreed to in writing by the Member and Pubco and no party hereto shall take a position

inconsistent with such intended tax treatment on any tax return, amendment thereof or any other

communication with a taxing authority, in each case, unless otherwise required by a

“determination” within the meaning of Section 1313 of the Code.

(b)To the extent this Agreement imposes obligations upon the Company, this

Agreement shall be treated as part of the LLC Agreement as described in Section 761 of the Code

and Treasury Regulations Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c).

Section 2.6Contribution of Pubco.

In connection with any Exchange between the Member and Blocker, Pubco shall first contribute

to Blocker the shares of Class A Common Stock or Cash Payment that the Member is entitled to receive

in such Exchange. Unless the Member has timely delivered a Retraction Notice as provided in Section

2.1(a)(vii), on the Exchange Date (to be effective immediately prior to the close of business on the

Exchange Date) (i) Pubco shall make a capital contribution to Blocker (in the form of the shares of Class

A Common Stock or the Cash Payment that the Member is entitled to receive in such Exchange) required

under this Section 2.6, and (ii) Blocker shall transfer such shares of Class A Common Stock or Cash

Payment to the Member in exchange for such Member’s Series B Units in the Company, and (iii) in the

case of an Exchange for Class A Common Stock and/or the Cash Payment (as applicable), the Company

shall recapitalize the number of Series B Units received by Blocker into Series A Units of the Company

equal to the Exchanged Unit Amount surrendered by the Member.

Section 2.7Distributions.

No Exchange will impair the right of the Member to receive any distribution for periods ending

on or prior to the Exchange Date for such Exchange (but for which payment had not yet been made with

respect to the Exchangeable Units in question at the time the Exchange is consummated); provided that,

for purposes of this Section 2.7, the Member’s right to receive its pro rata portion of any distribution by

the Company in respect of such periods shall not be deemed impaired to the extent that the Company has

not paid Pubco its pro rata portion of such distribution prior to the consummation of the applicable

Exchange.

Section 2.8Structure of Exchange Transactions.

The parties hereto acknowledge that (a) certain direct and indirect equityholders of the Member

may from time to time desire to participate in an Exchange and (b) this Agreement is intended to permit

and facilitate such participation in an Exchange as if such direct and indirect equityholders of the Member

were a party hereto as the Member hereunder. Therefore, the parties agree (x) to enter into any transaction

or series of transactions, including related transaction documents, requested by the Member in any

manner necessary or desirable to facilitate such direct or indirect participation in an Exchange or

otherwise achieve the purposes of this Agreement and (y) that the rights of the Member set forth in this

Agreement may be assigned to any subsequent holder of Series B Units as if such holder were the

Member hereunder as and to the extent elected by the Member.

ARTICLE III

Section 3.1Representations and Warranties of Pubco.

Pubco represents and warrants that (i) it is a corporation duly incorporated and is existing and in

good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and

authority to enter into and perform this Agreement and to consummate the transactions contemplated

hereby and to deliver the Class A Common Stock and/or Cash Payment in accordance with the terms

hereof, (iii) the execution and delivery of this Agreement by Pubco and the consummation by it of the

transactions contemplated hereby have been duly authorized by all necessary corporate action on the part

of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common

Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of

Directors’ power and authority and to the extent permitted by law, shall not be subject to any

“moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-

takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or

the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a

legal, valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms,

except as enforcement may be limited by equitable principles or by bankruptcy, insolvency,

reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the

execution, delivery and performance of this Agreement by Pubco and the consummation by Pubco of the

transactions contemplated hereby will not (A) result in a violation of the certificate of incorporation of

Pubco or the bylaws of Pubco, (B) conflict with, or constitute a default (or an event that with notice or

lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a

party or (C) based on the representations to be made by the Member pursuant to the written election in the

form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of the

Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to

Pubco or by which any property or asset of Pubco is bound or affected, except with respect to clause (B)

or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not

reasonably be expected to have a material adverse effect on Pubco or its business, financial condition or

results of operations.

Section 3.2Representations and Warranties of the Company.

The Company represents and warrants that (i) it is a limited liability company duly formed and is

existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite power and

authority to enter into and perform this Agreement and to consummate the transactions contemplated

hereby, (iii) the execution and delivery of this Agreement by the Company and the consummation by it of

the transactions contemplated hereby have been duly authorized by all necessary action on the part of the

Company, (iv) this Agreement constitutes a legal, valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as enforcement may be limited by

equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to

or limiting creditors’ rights generally, (v) it is an entity treated as a partnership for U.S. federal income

tax purposes and is not classified as a “publicly traded partnership” as defined under Section 7704 of the

Code and (vi) the execution, delivery and performance of this Agreement by the Company and the

consummation by the Company of the transactions contemplated hereby will not (A) result in a violation

of the certificate of formation of the Company or the LLC Agreement, (B) conflict with, or constitute a

default (or an event that with notice or lapse of time or both would become a default) under, or give to

others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or

instrument to which the Company is a party or (C) result in a violation of any law, rule, regulation, order,

judgment or decree applicable to the Company or by which any property or asset of the Company is

bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations,

terminations, cancellations or violations that would not reasonably be expected to have a material adverse

effect on the Company or its business, financial condition or results of operations.

Section 3.3Representations and Warranties of the Blocker.

Blocker represents and warrants that (i) it is a corporation duly incorporated and is existing and in

good standing under the laws of the State of Delaware, (ii) it is a wholly owned subsidiary of Pubco, (iii)

it has all requisite corporate power and authority to enter into and perform this Agreement and to

consummate the transactions contemplated hereby, (iv) the execution and delivery of this Agreement by

Blocker and the consummation by it of the transactions contemplated hereby have been duly authorized

by all necessary corporate action on the part of Blocker, (v) this Agreement constitutes a legal, valid and

binding obligation of Blocker enforceable against Blocker in accordance with its terms, except as

enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization,

moratorium, or similar laws relating to or limiting creditors’ rights generally and (vi) the execution,

delivery and performance of this Agreement by Blocker and the consummation by Blocker of the

transactions contemplated hereby will not (A) result in a violation of the certificate of incorporation of

Blocker or the bylaws of Blocker, (B) conflict with, or constitute a default (or an event that with notice or

lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Blocker is a

party or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to

Blocker or by which any property or asset of Blocker is bound or affected, except with respect to clause

(B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would

not reasonably be expected to have a material adverse effect on Blocker or its business, financial

condition or results of operations.

Section 3.4Representations and Warranties of the Member.

The Member represents and warrants that (i) it is a limited liability company duly formed and is

existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite power and

authority to enter into and perform this Agreement and to consummate the transactions contemplated

hereby, (iii) the execution and delivery of this Agreement by the Member and the consummation by it of

the transactions contemplated hereby have been duly authorized by all necessary action on the part of the

Member, (iv) this Agreement constitutes a legal, valid and binding obligation of the Member enforceable

against the Member in accordance with its terms, except as enforcement may be limited by equitable

principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or

limiting creditors’ rights generally and (v) the execution, delivery and performance of this Agreement by

the Member and the consummation by the Member of the transactions contemplated hereby will not (A)

result in a violation of the certificate of formation or the limited liability company agreement of the

Member, (B) conflict with, or constitute a default (or an event that with notice or lapse of time or both

would become a default) under, or give to others any rights of termination, amendment, acceleration or

cancellation of, any agreement, indenture or instrument to which the Member is a party or (C) result in a

violation of any law, rule, regulation, order, judgment or decree applicable to the Member or by which

any property or asset of the Member is bound or affected, except with respect to clause (B) or (C) for any

conflicts, defaults, accelerations, terminations, cancellations or violations that would not in any material

respect result in the unenforceability against the Member of this Agreement.

ARTICLE IV

Section 4.1Notices.

All notices, demands or other communications to be given or delivered under or by reason of the

provisions of this Agreement shall be in writing and shall be deemed to have been given or made when

(a) delivered personally to the recipient, (b) delivered by means of electronic mail if emailed on a

Business Day, and otherwise on the next Business Day, or (c) one (1) Business Day after being sent to the

recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other

communications shall be sent to the address for such recipient set forth in the Company’s books and

records (or below, with respect to Pubco), or to such other address or to the attention of such other person

as the recipient party has specified by prior written notice to the sending party.

If to the Company, the Member or Pubco:

c/o Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention: Chief Executive Officer

E-mail: ****

with a copy (which shall not constitute notice to the Company, the Member or Pubco) to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention: Robert M. Hayward, P.C.; Robert E. Goedert, P.C.

E-mail: ****; ****

Section 4.2Permitted Transferees.

To the extent that the Member (or an applicable Permitted Transferee of the Member) validly

transfers after the date hereof any or all of its Series B Units and corresponding shares of Class B

Common Stock after taking into account the Exchange Rate, to a Permitted Transferee of such Person or

to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement,

then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the

form attached hereto as Exhibit C. Upon execution of any such joinder, such transferee shall, with respect

to such transferred Series B Units and shares of Class B Common Stock, be entitled to all of the rights

and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the

transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to

Series B Units and shares of Class B Common Stock that were not so transferred.

Section 4.3Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or

unenforceability of any provision shall not affect the validity or enforceability of the other provisions

hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any

circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable

provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the

intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement

and the application of such provision to other Persons or circumstances shall not be affected by such

invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or

enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 4.4Counterparts.

This Agreement and any amendments may be executed simultaneously in two or more

counterparts and delivered via facsimile or .pdf, each of which shall be deemed an original and all of

which, when taken together, shall constitute one and the same document. The signature of any party to

any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

Section 4.5Entire Agreement.

This Agreement, together with the LLC Agreement and the Tax Receivable Agreement and the

other agreements and instruments referenced herein and therein, (a) constitutes the entire agreement and

supersedes all other prior agreements, both written and oral, among the parties with respect to the subject

matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and their

Permitted Transferees, any rights or remedies hereunder.

Section 4.6Further Assurances.

Each party hereto shall execute, deliver, acknowledge and file such other documents and take

such further actions as may be reasonably requested from time to time by any other party hereto to give

effect to and carry out the transactions contemplated herein.

Section 4.7Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of

Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the

State of Delaware or any other jurisdiction) that would cause the application of the laws of any

jurisdiction other than the State of Delaware.

Section 4.8Consent to Jurisdiction.

Each party hereto irrevocably submits to the exclusive jurisdiction of the United States District

Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit,

action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each

party hereto further agrees that service of any process, summons, notice or document by United States

certified or registered mail (in each such case, prepaid return receipt requested) to such party’s respective

address set forth in Section 4.1 or such other address or to the attention of such other person as the

recipient party has specified by prior written notice to the sending party shall be effective service of

process in any action, suit or proceeding in Delaware with respect to any matters to which it has

submitted to jurisdiction as set forth above in the immediately preceding sentence. Each party hereto

irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or

proceeding arising out of this Agreement or the transactions contemplated hereby in the United States

District Court for the State of Delaware or the state courts of the State of Delaware and hereby

irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such

action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Section 4.9Waiver of Jury Trial.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS

ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND

EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO

APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR

DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,

TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND

OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY)

HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING

BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES

HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,

CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE

TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED

AMONG THE PARTIES HEREUNDER.

Section 4.10Amendments.

The provisions of this Agreement may be amended only by the affirmative vote or written

consent of each of the parties hereto. No failure or delay by any party in exercising any right, power or

privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude

any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and

remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by

law.

Section 4.11Assignment.

Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of

the parties hereto without the prior written consent of the other parties; provided, that nothing herein shall

restrict the Member from assigning any of its rights or obligations hereunder to any direct or indirect

equityholder of the Member. Subject to the preceding sentence, this Agreement will be binding upon,

inure to the benefit of and be enforceable by the parties and their respective successors, assigns and

Permitted Transferees.

Section 4.12Specific Enforcement.

The parties hereto acknowledge that the remedies at law of the other parties for a breach or

threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this

Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be

entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary

or permanent injunction or any other equitable remedy that may then be available.

[Signature Pages to Follow]

Signature Page to Exchange Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by

their respective authorized representatives as of the day and year first above written.


COMPANY

ACCELEVATION HOLDINGS LLC


By:	/s/ Michael Rubiera
Name: Michael Rubiera
Title: Chief Executive Officer


PUBCO

ACCELEVATION HOLDINGS CORP.


By:	/s/ Michael Rubiera
Name: Michael Rubiera
Title: Chief Executive Officer


MEMBER

ACCELEVATION INVESTMENT HOLDINGS LLC


By:	/s/ Matthew Boyd
Name: Matthew Boyd
Title: President


BLOCKER

INSTOR BLOCKER, INC.


By:	/s/ Michael Rubiera
Name: Michael Rubiera
Title: Chief Executive Officer

A-1

Exhibit A


	Immediately Following IPO
	Number of Series B Units Owned	Number of Shares of Class B Common Stock Owned
Name of Member	Number of Series B Units Owned	Number of Shares of Class B Common Stock Owned


Accelevation Investment Holdings, LLC	116,965,529	116,965,529

B-1

Exhibit B

Form of Exchange Notice

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention: Chief Executive Officer

Email: ****

Reference is hereby made to the Exchange Agreement, dated as of September 30, 2026 (as

amended from time to time, the “Exchange Agreement”), by and among Accelevation Holdings Corp., a

Delaware corporation (“Pubco”), Instor Blocker, Inc., a Delaware Corporation (“Blocker”), Accelevation

Holdings LLC, a Delaware limited liability company (the “Company”), and Accelevation Investment

Holdings LLC, a Delaware limited liability company (the “Member”). Capitalized terms used but not

defined herein shall have the meanings given to them in the Exchange Agreement.

The Member hereby transfers to Blocker effective as of the Exchange Date, the number of

Exchangeable Units in Exchange for either shares of Class A Common Stock to be issued in its name or,

at the option of Pubco, the Cash Payment payable to the account set forth below, in accordance with the

terms of the Exchange Agreement.

Number of Exchangeable Units to be Exchanged:

Number of shares of Class B Common Stock to be Exchanged:

If Pubco elects a Cash Payment:

Account Number:

Legal Name of Account Holder:

The Member hereby represents and warrants that: (i) it is a limited liability company duly formed

and is existing and in good standing under the laws of the State of Delaware; (ii) it has all requisite power

and authority to enter into this Exchange Notice and to perform the Member’s obligations hereunder; (iii)

the execution and delivery of this Exchange Notice by the Member and the consummation by it of the

transactions contemplated hereby have been duly authorized by all necessary action on the part of the

Member; (iv) this Exchange Notice constitutes a legal, valid and binding obligation of the Member

enforceable against the Member in accordance with its terms, except as enforcement may be limited by

equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to

or limiting creditors’ rights generally; (v) the Exchangeable Units and shares of Class B Common Stock

subject to this Exchange Notice are being transferred to Pubco (or the Company, if applicable) free and

clear of any Liens; (vi) no consent, approval, authorization, order, registration or qualification of any third

party or with any court or governmental agency or body having jurisdiction over the Member, the

Exchanged Units or shares of Class B Common Stock subject to this Exchange Notice is required to be

obtained by the Member for the transfer of such Exchanged Units or shares of Class B Common Stock to

Pubco; and (vii) the Member is either not currently in possession of material non-public information

concerning Pubco or will not be in possession of such material non-public information at the time the

shares of Class A Common Stock are sold by the undersigned in any public sale.

B-2

The Member hereby irrevocably constitutes and appoints any officer of Pubco, Pubco or the

Company as the attorney of the undersigned, with full power of substitution and resubstitution in the

premises, to do any and all things and to take any and all actions that may be necessary to transfer to

Pubco (or the Company, if applicable) the Exchanged Units and shares of Class B Common Stock subject

to this Exchange Notice and to deliver to the Member the shares of Class A Common Stock or Cash

Payment to be delivered in exchange therefor.

IN WITNESS WHEREOF, the Member, by authority duly given, has caused this Exchange

Notice to be executed and delivered by the undersigned.


ACCELEVATION INVESTMENT HOLDINGS, LLC


By:
Name:
Title:



Dated:

C-1

Exhibit C

Form of Joinder

This Joinder (“Joinder”) is a joinder agreement to the Exchange Agreement, dated as of

September 30, 2026 (as amended from time to time, the “Exchange Agreement”), by and among

Accelevation Holdings Corp., a Delaware corporation (“Pubco”), Instor Blocker, Inc., a Delaware

Corporation (“Blocker”), Accelevation Holdings LLC, a Delaware limited liability company (the

“Company”), and Accelevation Investment Holdings LLC, a Delaware limited liability company (the

“Member”). Capitalized terms used but not defined herein shall have the meanings given to them in the

Exchange Agreement.

The Company, Pubco, Blocker, and the undersigned agree that all questions concerning the

construction, validity and interpretation of this Joinder shall be governed by, and construed in accordance

with, the law of the State of Delaware, without giving effect to any choice or conflict of law provision or

rule, notwithstanding that public policy in Delaware or any other forum jurisdiction might indicate that

the laws of that or any other jurisdiction should otherwise apply based on contacts with such state or

otherwise. In the event of any conflict between this Joinder and the Exchange Agreement, the terms of

this Joinder shall control.

The undersigned, having acquired Series B Units and shares of Class B Common Stock, hereby

joins and enters into the Exchange Agreement. By signing and returning this Joinder to the Company,

Pubco, and Blocker, the undersigned (i) accepts and agrees to be bound by and subject to all of the terms

and conditions of and agreements of the Member contained in the Exchange Agreement, with all

attendant rights, duties and obligations of the Member thereunder and (ii) makes each of the

representations and warranties of the Member set forth in Section 3.3 of the Exchange Agreement as fully

as if such representations and warranties were set forth herein. The parties to the Exchange Agreement

shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the

Exchange Agreement by the undersigned and, upon receipt of this Joinder by the Company, Pubco, and

Blocker, the signature of the undersigned set forth below shall constitute a counterpart signature to the

signature page of the Agreement.


[●]

Name:

Title:

Dated:

Address for Notice:

1 Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.5

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [ ], 202[ ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [ ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14 hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations

as directors or officers or in other capacities unless they are provided with adequate protection

through insurance or adequate indemnification against inordinate risks of claims and actions

against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated,

modified and/or supplemented from to time, the “Bylaws”) require indemnification of the

directors and officers of the Company;

WHEREAS, the certificate of incorporation of the Company (as amended, restated,

modified and/or supplemented from to time, the “Charter”), the Bylaws and the General

Corporation Law of the State of Delaware (the “DGCL”) expressly contemplate that contracts

may be entered into between the Company and members of the Board of Directors of the

Company (the “Board”), officers of the Company and other persons with respect to

indemnification and advancement of Expenses;

WHEREAS, the uncertainties relating to insurance and indemnification have increased

the difficulty of attracting and retaining directors and officers;

WHEREAS, the Board has determined that the increased difficulty in attracting and

retaining directors and officers is detrimental to the best interests of the Company and its

stockholders and that the Company should act to assure such persons that there will be increased

certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company to indemnify, and

to advance Expenses on behalf of, the Company’s directors and officers to the Fullest Extent

Permitted By Applicable Law; [and]1

[WHEREAS, the Indemnitee may have certain rights to indemnification, advancement of

Expenses and/or insurance provided by Olympus Partners, LP, which the Indemnitee, the

Company and Olympus Partners, LP intend to be secondary to the primary obligation of the

Company to indemnify the Indemnitee as provided herein, with the Company’s acknowledgment

of and agreement to the foregoing being a material condition to the Indemnitee’s willingness to

serve as a director and/or officer of the Company; and]2

WHEREAS, the Indemnitee may not be willing to serve or continue to serve as an officer

or director without adequate protection, and the Company desires the Indemnitee to serve or

continue to serve in such capacity.

NOW, THEREFORE, each party hereto, intending to be legally bound hereby, agrees as

follows:

1.Indemnity of the Indemnitee. On the terms and subject to the conditions set forth in this

Agreement, the Company hereby agrees to hold harmless and indemnify the Indemnitee

to the Fullest Extent Permitted By Applicable Law. In furtherance of the foregoing

indemnification, and without limiting the generality thereof:

(a)Proceedings Other Than Proceedings by or in the Right of the Company. The

Indemnitee shall be entitled to the rights of indemnification provided in this

Section 1(a) if the Indemnitee has been or is, or is threatened to be made, a party

to or participant in, or otherwise becomes involved in, any Proceeding other than

a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the

Indemnitee shall be indemnified to the Fullest Extent Permitted By Applicable

Law against all Losses and Expenses actually and reasonably incurred by the

Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding or

any claim, issue or matter therein, if the Indemnitee acted in good faith and in a

manner the Indemnitee reasonably believed to be in or not opposed to the best

interests of the Company, and with respect to any criminal Proceeding, had no

reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b)Proceedings by or in the Right of the Company. The Indemnitee shall be entitled

to the rights of indemnification provided in this Section 1(b) if the Indemnitee has

been or is, or is threatened to be made, a party to or participant in, or otherwise

becomes involved in, any Proceeding brought by or in the right of the Company.

Pursuant to this Section 1(b), the Indemnitee shall be indemnified to the Fullest

Extent Permitted By Applicable Law against all Expenses actually and reasonably

incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with

such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in

good faith and in a manner the Indemnitee reasonably believed to be in or not

opposed to the best interests of the Company; provided, however, if applicable

law so provides, no indemnification against such Expenses shall be made in

respect of any claim, issue or matter in such Proceeding as to which the

Indemnitee shall have been adjudged to be liable to the Company unless and only

to the extent that the Chancery Court of the State of Delaware (the “Delaware

Court”) or the court in which such Proceeding was brought shall determine that

the Indemnitee is fairly and reasonably entitled to such indemnification.

(c)Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

Notwithstanding any other provision of this Agreement (other than Section 9), to

the extent that the Indemnitee is successful, on the merits or otherwise, in defense

of any Proceeding, the Indemnitee shall be indemnified to the Fullest Extent

Permitted By Applicable Law against all Expenses actually and reasonably

incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection

therewith. If the Indemnitee is not wholly successful in such Proceeding but is

successful, on the merits or otherwise, as to one or more but less than all claims,

issues or matters in such Proceeding, the Company shall indemnify the

Indemnitee against all Expenses actually and reasonably incurred by the

Indemnitee, or on the Indemnitee’s behalf, in connection with each successfully

resolved claim, issue or matter. For purposes of this Section 1(c) and without

limitation, the termination of any claim, issue or matter in such a Proceeding by

dismissal, with or without prejudice, on substantive or procedural grounds, shall

be deemed to be a successful result as to such claim, issue or matter.

2.Additional Indemnity. Notwithstanding any limitations in Section 1 of this Agreement,

the Company shall indemnify the Indemnitee to the Fullest Extent Permitted By

Applicable Law if the Indemnitee is, or is threatened to be made, a party to or a

participant in any Proceeding (including a Proceeding by or in the right of the Company

to procure a judgment in its favor) for all Losses and Expenses actually and reasonably

incurred by the Indemnitee or on the Indemnitee’s behalf.

3.Contribution.

(a)Whether or not the indemnification provided in Sections 1 and 2 hereof is

available, in respect of any threatened, pending or completed Proceeding in which

the Company is jointly liable with the Indemnitee (or would be if joined in such

Proceeding), to the Fullest Extent Permitted By Applicable Law, the Company

shall pay, in the first instance, the entire amount of any judgment or settlement of

such Proceeding without requiring the Indemnitee to contribute to such payment

and the Company hereby waives and relinquishes any right of contribution it may

have against the Indemnitee. The Company shall not enter into any settlement of

any Proceeding in which the Company is jointly liable with the Indemnitee (or

would be if joined in such Proceeding) unless such settlement (i) provides for a

full and final release of all claims asserted against the Indemnitee and (ii) does not

impose any Loss, Expense or limitation on the Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the

preceding subsection, if, for any reason, the Indemnitee shall elect or be required

to pay all or any portion of any judgment or settlement in any threatened, pending

or completed Proceeding in which the Company is jointly liable with the

Indemnitee (or would be if joined in such Proceeding), to the Fullest Extent

Permitted By Applicable Law, the Company shall contribute to the amount of

Losses and Expenses actually and reasonably incurred and paid or payable by the

Indemnitee in proportion to the relative benefits received by the Company and all

officers, directors or employees of the Company, other than the Indemnitee, who

are jointly liable with the Indemnitee (or would be if joined in such Proceeding),

on the one hand, and the Indemnitee, on the other hand, from the transaction or

events from which such Proceeding arose; provided, however, that the proportion

determined on the basis of relative benefit may, to the extent necessary to

conform to law, be further adjusted by reference to the relative fault of the

Company and all officers, directors or employees of the Company, other than the

Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in

such Proceeding), on the one hand, and the Indemnitee, on the other hand, in

connection with the transaction or events that resulted in such Losses or Expenses,

as well as any other equitable considerations which applicable law may require to

be considered. The relative fault of the Company and all officers, directors or

employees of the Company, other than the Indemnitee, who are jointly liable with

the Indemnitee (or would be if joined in such Proceeding), on the one hand, and

the Indemnitee, on the other hand, shall be determined by reference to, among

other things, the degree to which their actions were motivated by intent to gain

personal profit or advantage, the degree to which their liability is primary or

secondary and the degree to which their conduct is active or passive.

(c)To the Fullest Extent Permitted By Applicable Law, the Company hereby agrees

to fully indemnify and hold the Indemnitee harmless from any claims of

contribution that may be brought by officers, directors or employees of the

Company, other than the Indemnitee, who may be jointly liable with the

Indemnitee.

(d)To the Fullest Extent Permitted By Applicable Law, if the indemnification

provided for in this Agreement is unavailable to the Indemnitee for any reason

whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall

contribute to the amount incurred by the Indemnitee, whether for Losses and/or

for Expenses, in connection with any claim relating to an indemnifiable event

under this Agreement, in such proportion as is deemed fair and reasonable in light

of all of the circumstances of such Proceeding in order to reflect (i) the relative

benefits received by the Company and the Indemnitee as a result of the event(s)

and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault

of the Company (and its directors, officers, employees and agents) and the

Indemnitee in connection with such event(s) and/or transaction(s).

4.Indemnification for Expenses of a Witness. Notwithstanding any other provision of this

Agreement (other than Section 9), to the Fullest Extent Permitted By Applicable Law and

to the extent that the Indemnitee is a witness, or is made (or asked) to respond to

discovery requests, in any Proceeding to which the Indemnitee is not a party, the

Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by

the Indemnitee, or on the Indemnitee’s behalf, in connection therewith.

5.Advancement of Expenses. Notwithstanding any other provision of this Agreement, the

Company shall advance, to the Fullest Extent Permitted By Applicable Law, all Expenses

incurred by or on behalf of the Indemnitee in connection with any Proceeding within 30

days after the receipt by the Company of a statement or statements from the Indemnitee

requesting such advance or advances from time to time, whether prior to or after final

disposition of such Proceeding. Such statement or statements shall reasonably evidence

the Expenses incurred by the Indemnitee. The Indemnitee’s execution and delivery to the

Company of this Agreement shall constitute an undertaking providing that the Indemnitee

undertakes to repay the amounts advanced by the Company pursuant to this Agreement,

if and only to the extent that it is ultimately determined that the Indemnitee is not entitled

to be indemnified by the Company. No other form of undertaking shall be required other

than the execution of this Agreement. Any advances and undertakings to repay pursuant

to this Agreement shall be unsecured and interest free.

6.Procedures and Presumptions for Determination of Entitlement to Indemnification. It is

the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as

favorable as may be permitted under the DGCL and the public policy of the State of

Delaware. Accordingly, the parties agree that the following procedures and presumptions

shall apply in the event of any question as to whether the Indemnitee is entitled to

indemnification under this Agreement:

(a)To obtain indemnification under this Agreement, the Indemnitee shall submit to

the Company a written request, including therein or therewith such documentation

and information as is reasonably available to the Indemnitee and is reasonably

necessary to determine whether and to what extent the Indemnitee is entitled to

indemnification. The Secretary of the Company shall, promptly upon receipt of

such a request for indemnification, advise the Board in writing that the Indemnitee

has requested indemnification. Notwithstanding the foregoing, any failure of the

Indemnitee to provide such a request to the Company, or to provide such a request

in a timely fashion, shall not relieve the Company of any liability that it may have

to the Indemnitee unless, and to the extent that, such failure actually and

materially prejudices the interests of the Company.

(b)Upon written request by the Indemnitee for indemnification pursuant to the first

sentence of Section 6(a) hereof, a determination with respect to the Indemnitee’s

entitlement thereto shall be made in the specific case by one of the following four

methods, which shall be at the election of the Board: (i) by a majority vote of the

Disinterested Directors, even though less than a quorum, (ii) by a committee of

Disinterested Directors designated by a majority vote of the Disinterested

Directors, even though less than a quorum, (iii) if there are no Disinterested

Directors or if the Disinterested Directors so direct, by Independent Counsel in a

written opinion to the Board, a copy of which shall be delivered to the

Indemnitee, or (iv) if so directed by the Board, by the stockholders of the

Company; provided, however, that if a Change in Control has occurred, the

determination with respect to the Indemnitee’s entitlement to indemnification

shall be made by Independent Counsel.

(c)If the determination of entitlement to indemnification is to be made by

Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel

shall be selected as provided in this Section 6(c). If a Change in Control has not

occurred, the Independent Counsel shall be selected by the Board, and the

Company shall give written notice to the Indemnitee advising the Indemnitee of

the identity of the Independent Counsel so selected. The Indemnitee may, within

10 days after such written notice of selection shall have been given, deliver to the

Company a written objection to such selection; provided, however, that such

objection may be asserted only on the ground that the Independent Counsel so

selected does not meet the requirements of “Independent Counsel” as defined in

Section 14 of this Agreement, and the objection shall set forth with particularity

the factual basis of such assertion. Absent a proper and timely objection, the

person so selected shall act as Independent Counsel. If a written objection is made

and substantiated, the Independent Counsel selected may not serve as Independent

Counsel unless and until such objection is withdrawn or a court has determined

that such objection is without merit. If a Change in Control has occurred, the

Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee

requests that such selection be made by the Board, in which event the preceding

sentence shall apply) and approved by the Board (which approval shall not be

unreasonably withheld). If (i) an Independent Counsel is to make the

determination of entitlement pursuant to this Section 6, and (ii) within 20 days

after submission by the Indemnitee of a written request for indemnification

pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected

(and not objected to), either the Company or the Indemnitee may petition the

Delaware Court or other court of competent jurisdiction for resolution of any

objection which shall have been made by the Indemnitee to the Company’s

selection of Independent Counsel and/or for the appointment as Independent

Counsel of a person selected by the court or by such other person as the court

shall designate, and the person with respect to whom all objections are so resolved

or the person so appointed shall act as Independent Counsel under Section 6(b)

hereof. The Company shall pay any and all reasonable fees and expenses of

Independent Counsel incurred by such Independent Counsel in connection with

acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable

fees and expenses incident to the procedures of this Section 6(c), regardless of the

manner in which such Independent Counsel was selected or appointed.

(d)In making a determination with respect to entitlement to indemnification

hereunder, the person, persons or entity making such determination shall, to the

Fullest Extent Permitted By Applicable Law, presume that the Indemnitee is

entitled to indemnification under this Agreement, and the burden of proof and the

burden of persuasion by clear and convincing evidence to overcome this

presumption shall be on the Company. Neither the failure of the Company

(including by its directors or Independent Counsel) to have made a determination

prior to the commencement of any action pursuant to this Agreement that

indemnification is proper in the circumstances because the Indemnitee has met the

applicable standard of conduct, nor an actual determination by the Company

(including by its directors or Independent Counsel) that the Indemnitee has not

met such applicable standard of conduct, shall be a defense to the action or create

a presumption that the Indemnitee has not met the applicable standard of conduct.

(e)The Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s

action is based on the records or books of account of the Enterprise, including

financial statements, on information supplied to the Indemnitee by the officers of

the Enterprise in the course of their duties, on the advice of legal counsel for the

Enterprise, or on information or records given or reports made to the Enterprise

by an independent certified public accountant or by an appraiser or other expert

selected with reasonable care by the Enterprise. In addition, the knowledge and/or

actions, or failure to act, of any other director, officer, agent or employee of the

Enterprise shall not be imputed to the Indemnitee for purposes of determining the

right to indemnification under this Agreement. Whether or not the foregoing

provisions of this Section 6(e) are satisfied, it shall in any event be presumed that

the Indemnitee has at all times acted in good faith and in a manner the Indemnitee

reasonably believed to be in or not opposed to the best interests of the Company

and the burden of proof and the burden of persuasion by clear and convincing

evidence to overcome this presumption shall be on the Company.

(f)If the person, persons or entity empowered or selected under Section 6 to

determine whether the Indemnitee is entitled to indemnification shall not have

made a determination within 60 days after receipt by the Company of the request

therefor, the requisite determination of entitlement to indemnification shall, to the

Fullest Extent Permitted By Applicable Law, be deemed to have been made and

the Indemnitee shall be entitled to such indemnification absent (i) a misstatement

by the Indemnitee of a material fact, or an omission of a material fact necessary to

make the Indemnitee’s statement not materially misleading, in connection with

the request for indemnification, (ii) a prohibition of such indemnification under

applicable law or (iii) if the determination of entitlement to indemnification is to

be made by Independent Counsel pursuant to Section 6(b) of this Agreement;

provided, however, that such 60-day period may be extended for a reasonable

time, not to exceed an additional 30 days, if the person, persons or entity making

such determination with respect to entitlement to indemnification in good faith

requires such additional time to obtain or evaluate documentation and/or

information relating thereto; and provided, further, that the foregoing provisions

of this Section 6(f) shall not apply if the determination of entitlement to

indemnification is to be made by the stockholders pursuant to Section 6(b) of this

Agreement and if (A) within 15 days after receipt by the Company of the request

for such determination, the Board or the Disinterested Directors, if appropriate,

resolve to submit such determination to the stockholders for their consideration at

an annual meeting thereof to be held within 75 days after such receipt and such

determination is made thereat, or (B) a special meeting of stockholders is called

within 15 days after such receipt for the purpose of making such determination,

such meeting is held for such purpose within 60 days after having been so called

and such determination is made thereat.

(g)The Indemnitee shall cooperate with the person, persons or entity making such

determination with respect to the Indemnitee’s entitlement to indemnification,

including providing to such person, persons or entity upon reasonable advance

request any documentation or information that is not privileged or otherwise

protected from disclosure and that is reasonably available to the Indemnitee and

reasonably necessary to such determination. Any Independent Counsel, member

of the Board or stockholder of the Company shall act reasonably and in good faith

in making a determination regarding the Indemnitee’s entitlement to

indemnification under this Agreement. Any costs or Expenses (including

attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating

with the person, persons or entity making such determination shall be borne by

the Company (irrespective of the determination as to the Indemnitee’s entitlement

to indemnification) and the Company hereby indemnifies and agrees to hold the

Indemnitee harmless therefrom.

(h)The Company acknowledges that a settlement or other disposition of any action,

claim or Proceeding to which the Indemnitee is a party or potential party short of

final judgment may be successful on the merits or otherwise if it permits the

Indemnitee to avoid the expense, delay, distraction, disruption and uncertainty of

litigation. In the event that any action, claim or Proceeding to which the

Indemnitee is a party is resolved in any manner other than by adverse judgment

against the Indemnitee (including, without limitation, settlement of such action,

claim or Proceeding with or without payment of money or other consideration), it

shall to the Fullest Extent Permitted By Applicable Law be presumed that the

Indemnitee has been successful on the merits or otherwise in such Proceeding,

and the burden of proof and the burden of persuasion by clear and convincing

evidence to overcome this presumption shall be on the Company.

(i)The termination of any Proceeding or of any claim, issue or matter therein, by

judgment, order, settlement or conviction, or upon a plea of nolo contendere or its

equivalent, shall not (except as otherwise expressly provided in this Agreement)

of itself adversely affect the right of the Indemnitee to indemnification or create a

presumption that the Indemnitee did not act in good faith and in a manner which

the Indemnitee reasonably believed to be in, or not opposed to, the best interests

of the Company or, with respect to any criminal Proceeding, that the Indemnitee

had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

7.Remedies of the Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 6 of this

Agreement that the Indemnitee is not entitled to indemnification under this

Agreement, (ii) advancement of Expenses is not timely made pursuant to

Section 5 of this Agreement, (iii) no determination of entitlement to

indemnification is made pursuant to Section 6(b) of this Agreement within 90

days after receipt by the Company of the request for indemnification, (iv) if no

determination is required to be made by the Company pursuant to Section 1(c) of

this Agreement, payment of indemnification is not made pursuant to Section 1(c)

of this Agreement within 30 days after receipt by the Company of a written

request therefor or (v) payment of indemnification is not made within 30 days

after a determination has been made that the Indemnitee is entitled to

indemnification or such determination is deemed to have been made pursuant to

Section 6 of this Agreement, the Indemnitee shall be entitled to an adjudication in

an appropriate court, pursuant to Section 22 of this Agreement, of the

Indemnitee’s entitlement to such indemnification, contribution or advancement of

Expenses.

(b)In the event that a determination shall have been made pursuant to Section 6(b) of

this Agreement that the Indemnitee is not entitled to indemnification, any judicial

proceeding or arbitration commenced pursuant to this Section 7 shall be

conducted in all respects as a de novo trial, or arbitration, on the merits, and the

Indemnitee shall not be prejudiced by reason of the adverse determination under

Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this

Section 7, the Indemnitee shall be presumed to be entitled to indemnification

under this Agreement and the Company shall have the burden of proving the

Indemnitee is not entitled to indemnification or advancement of Expenses, as the

case may be. If the Indemnitee commences a judicial proceeding or arbitration

pursuant to this Section 7, the Indemnitee shall not be required to reimburse the

Company for any advances pursuant to Section 5 until a final determination is

made with respect to the Indemnitee’s entitlement to indemnification (as to which

all rights of appeal have been exhausted or lapsed).

(c)If a determination shall have been made pursuant to Section 6(b) of this

Agreement that the Indemnitee is entitled to indemnification, the Company shall

be bound by such determination in any judicial proceeding or arbitration

commenced pursuant to this Section 7, absent (i) a misstatement by the

Indemnitee of a material fact, or an omission of a material fact, necessary to make

the Indemnitee’s misstatement not materially misleading in connection with the

application for indemnification, or (ii) a prohibition of such indemnification under

applicable law.

(d)In the event that the Indemnitee, pursuant to this Section 7, incurs costs in a

judicial or arbitration proceeding or otherwise seeking to enforce the Indemnitee’s

rights under, or to recover damages for breach of, this Agreement, or to recover

under any directors’ and officers’ liability insurance policies maintained by the

Company, the Company shall, to the Fullest Extent Permitted By Applicable Law,

indemnify the Indemnitee against any and all Expenses and, if requested by the

Indemnitee, shall (within 10 days after receipt by the Company of a written

request therefor) advance, to the Fullest Extent Permitted By Applicable Law,

such Expenses to the Indemnitee that are incurred by or on behalf of the

Indemnitee in connection with any action brought by the Indemnitee for

indemnification or advancement of Expenses from the Company under this

Agreement or under any directors’ and officers’ liability insurance policies

maintained by the Company.

In the case of any action brought by the Indemnitee for indemnification, if the

Indemnitee (i) is wholly successful, on the merits or otherwise, on the underlying

claims, the Company shall indemnify the Indemnitee to the Fullest Extent

Permitted By Applicable Law, against all Expenses actually and reasonably

incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection

therewith, or (ii) is not wholly successful on the underlying claims but is

successful, on the merits or otherwise, as to one or more but less than all claims,

the Company shall indemnify the Indemnitee against all Expenses actually and

reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in

connection with each successfully resolved claim.

(e)The Company agrees that it shall not assert in any judicial or arbitral proceeding

commenced pursuant to this Section 7 that the procedures and presumptions of

this Agreement are not valid, binding and enforceable and shall stipulate in any

such court or before any such arbitrator that the Company is bound by all the

provisions of this Agreement.

(f)Notwithstanding anything in this Agreement to the contrary, no determination as

to entitlement to indemnification under this Agreement shall be required to be

made prior to the final disposition of the Proceeding.

8.Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as

provided by this Agreement shall not be deemed exclusive of any other rights to

which the Indemnitee may at any time be entitled under applicable law, the

Charter, any agreement, a vote of stockholders, a resolution of directors of the

Company, or otherwise; provided, however, that this Agreement shall supersede

and replace any rights and obligations of the Company and the Indemnitee with

respect to indemnification and the advancement of Expenses that are granted

pursuant to the Bylaws, and, for so long as this Agreement is in effect, the

Indemnitee waives any right to indemnification or advancement of Expenses from

the Company under the Bylaws that is not permitted or provided by this

Agreement. No amendment, alteration or repeal of this Agreement or of any

provision hereof shall eliminate, reduce or otherwise adversely affect any right or

protection of the Indemnitee under this Agreement with respect to any Proceeding

involving any action or omission that occurred or allegedly occurred prior to such

amendment, alteration or repeal. To the extent that a change in the DGCL,

whether by statute or judicial decision, permits greater indemnification than

would be afforded currently under the Charter, the Bylaws and this Agreement, it

is the intent of the parties hereto that the Indemnitee shall enjoy by this

Agreement the greater benefits so afforded by such change, and the scope of

indemnification provided by this Agreement shall be automatically extended to

include such greater indemnification rights. No right or remedy herein conferred

is intended to be exclusive of any other right or remedy, and every other right and

remedy shall be cumulative and in addition to every other right and remedy given

hereunder or now or hereafter existing at law or in equity or otherwise. The

assertion or employment of any right or remedy hereunder, or otherwise, shall not

prevent the concurrent assertion or employment of any other right or remedy.

(b)The Company shall make commercially reasonable efforts to obtain and maintain

in effect during the entire period for which the Company is obligated to indemnify

the Indemnitee under this Agreement, one or more policies of insurance with

reputable insurance companies to provide the directors and officers of the

Company with commercially reasonable coverage for losses from wrongful acts

and omissions and to ensure the Company’s performance of its indemnification

obligations under this Agreement. The Indemnitee shall be covered by such policy

or policies in accordance with its or their terms to the maximum extent of the

coverage available for any director or officer under such policy or policies. In all

such insurance policies, the Indemnitee shall be named as an insured in such a

manner as to provide the Indemnitee with the same rights and benefits as are

accorded to the most favorably insured of the Company’s directors and officers.

At the time of the receipt of a notice of a claim pursuant to the terms hereof, the

Company shall give prompt notice of the commencement of such proceeding to

the insurers in accordance with the procedures set forth in the respective policies.

The Company shall thereafter take all necessary or desirable action to cause such

insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of

such proceeding in accordance with the terms of such policies.

(c)[The Company hereby acknowledges that the Indemnitee has certain rights to

indemnification, advancement of Expenses and/or insurance provided by

Olympus Partners. With respect to any amounts that are subject to indemnity

under this Agreement and also subject to an indemnity obligation owed by

Olympus Partners, the Company hereby agrees (i) that, as compared to Olympus

Partners, the Company is the indemnitor of first resort with respect to any rights to

indemnification provided to the Indemnitee herein (i.e., its obligations to the

Indemnitee are primary and any obligation of Olympus Partners to advance

Expenses or to provide indemnification for the same Expenses or liabilities

incurred by the Indemnitee is secondary), (ii) that the Company shall be required

to advance the full amount of Expenses incurred by the Indemnitee and shall be

liable for the full amount of all Losses and Expenses to the extent legally

permitted and as required by the terms of this Agreement and the Charter or

Bylaws of the Company (or any other agreement between the Company and the

Indemnitee), without regard to any rights the Indemnitee may have against

Olympus Partners, and (iii) that the Company irrevocably waives, relinquishes

and releases Olympus Partners from any and all claims against Olympus Partners

for contribution, subrogation or any other recovery of any kind in respect thereof.

3 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

4 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

5 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

6 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

7 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

The Company further agrees that no advancement or payment by Olympus

Partners on behalf of the Indemnitee with respect to any claim for which the

Indemnitee has sought indemnification from the Company shall affect the

foregoing and Olympus Partners shall have a right of contribution and/or be

subrogated to the extent of such advancement or payment to all of the rights of

recovery of the Indemnitee against the Company. The Company and the

Indemnitee agree that Olympus Partners is an express third-party beneficiary of

the terms of this Section 8(c).]3

(d)[Except as provided in Section 8(c) above, in]4 In the event of any payment under

this Agreement, the Company shall be subrogated to the extent of such payment

to all of the rights of recovery of the Indemnitee [other than against Olympus

Partners)]5, who shall execute all papers required and take all action necessary to

secure such rights, including execution of such documents as are necessary to

enable the Company to bring suit to enforce such rights.

(e)[Except as provided in Section 8(c) above, the]6 The Company shall not be liable

under this Agreement to make any payment of amounts otherwise indemnifiable

(or for which advancement of Expenses is provided) hereunder if and to the extent

that the Indemnitee has otherwise actually received such payment under any

insurance policy, contract, agreement or otherwise.

9.Exception to Right of Indemnification. Notwithstanding any provision in this Agreement,

the Charter or the Bylaws, the Company shall not be obligated under this Agreement, the

Charter or the Bylaws to make any indemnity or advancement of Expenses in connection

with any claim made against the Indemnitee:

(a)for which payment has actually been made to or on behalf of the Indemnitee

under any insurance policy or other indemnity provision, except with respect to

any excess beyond the amount paid under any insurance policy or other indemnity

provision; [provided, that the foregoing shall not affect the rights of the

Indemnitee or Olympus Partners set forth in Section 8(c) above;]7 or

(b)for an accounting of profits made from the purchase and sale (or sale and

purchase) by the Indemnitee of securities of the Company within the meaning of

Section 16(b) of the Exchange Act, or similar provisions of state statutory law or

common law; or

(c)for reimbursement to the Company of any bonus or other incentive-based or

equity-based compensation or of any profits realized by the Indemnitee from the

sale of securities of the Company, in each case as required under the Exchange

Act (including any such reimbursements that arise from an accounting restatement

of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as

amended (the “Sarbanes-Oxley Act”), or Section 954 of the Dodd-Frank Wall

Street Reform and Consumer Protection Act in connection with an accounting

restatement of the Company or the payment to the Company of profits arising

from the purchase and sale by the Indemnitee of securities in violation of

Section 306 of the Sarbanes-Oxley Act); or

(d)in connection with any Proceeding (or any part of any Proceeding) initiated by the

Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by

the Indemnitee against the Company or its directors, officers, employees or other

indemnitees, unless (i) the Board authorized the Proceeding (or any such part of

any Proceeding) prior to its initiation, (ii) the Company provides the

indemnification, in its sole discretion, pursuant to the powers vested in the

Company under applicable law, or (iii) the Proceeding is one to enforce the

Indemnitee’s rights under this Agreement; or

(e)for reimbursement to the Company (such Proceeding, a “Clawback Proceeding”)

by the Indemnitee of any compensation pursuant to any compensation recoupment

or clawback policy adopted by the Board or the compensation committee of the

Board, including but not limited to any such policy adopted to comply with stock

exchange listing requirements implementing Section 10D of the Exchange Act (a

“Clawback Policy”).

(f)In furtherance of paragraph (e) of this Section 9, the Indemnitee hereby agrees to

abide by the terms of any Clawback Policy, including, without limitation, by

returning any compensation to the Company to the extent required by, and in a

manner permitted by, the Clawback Policy, and hereby understands and agrees

that Indemnitee shall not be entitled to any (x) indemnification for any liability

(including any amounts owed by the Indemnitee in a judgment or settlement of

any Clawback Proceeding) or Losses incurred by the Indemnitee in connection

with any Clawback Proceeding or (y) indemnification or advancement of

Expenses from the Company or any subsidiary of the Company incurred by the

Indemnitee in connection with any Clawback Proceeding; provided, however, that

if the Indemnitee is successful on the merits in the defense of any claim asserted

against the Indemnitee in a Clawback Proceeding, the Indemnitee shall be

indemnified for the Expenses that the Indemnitee reasonably incurred to defend

such claim. The Indemnitee hereby knowingly, voluntarily and intentionally

waives, and agrees not to assert any claim regarding, all indemnification,

advancement of Expenses and other rights to which the Indemnitee is now or

becomes entitled to under this Agreement, the Charter, the Bylaws, the governing

documents of each subsidiary of the Company and the DGCL, in each case to the

extent such waiver and agreement is necessary to give effect to the preceding

sentence of this paragraph. The Indemnitee agrees and acknowledges that the

compensation the Indemnitee has or will receive from the Company or any of its

8 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

subsidiaries constitutes fair and adequate consideration in exchange for the waiver

and agreement provided by the Indemnitee in this paragraph.

10.Duration of Agreement. All agreements and obligations of the Company contained herein

shall continue after the Indemnitee has ceased to be a director, officer, partner, trustee,

member, manager, employee, agent or fiduciary of the Company or of any other

Enterprise. This Agreement shall be binding upon and inure to the benefit of and be

enforceable by the parties hereto and their respective successors (including any direct or

indirect successor by purchase, merger, consolidation or otherwise to all, substantially all

or a substantial part of the business and/or assets of the Company), assigns, spouses,

heirs, executors, administrators and personal and legal representatives.

11.Security. To the extent requested by the Indemnitee and approved by the Board, the

Company may at any time and from time to time provide security to the Indemnitee for

the Company’s obligations hereunder through an irrevocable bank line of credit, funded

trust or other collateral. Any such security, once provided to the Indemnitee, may not be

revoked or released without the prior written consent of the Indemnitee.

12.[Indemnification of Olympus Partners. If (i) the Indemnitee is or was affiliated with

Olympus Partners, (ii) Olympus Partners is, or is threatened to be made, a party to or a

participant in any Proceeding, and (iii) Olympus Partners’ involvement in the Proceeding

results from any claim based on the Indemnitee’s service to the Company as a director or

other fiduciary of the Company, Olympus Partners will be entitled to indemnification and

advancement of Expenses hereunder to the same extent, and upon the same terms and

conditions, as the Indemnitee. The Company and the Indemnitee agree that Olympus

Partners is an express third-party beneficiary of the terms of this Section 12.] 8

13.Enforcement.

(a)The Company expressly confirms and agrees that it has entered into this

Agreement and assumes the obligations imposed on it hereby in order to induce

the Indemnitee to serve and to continue to serve as a director or officer of the

Company, and the Company acknowledges that the Indemnitee is relying upon

this Agreement in serving and continuing to serve as a director or officer of the

Company.

(b)This Agreement constitutes the entire agreement between the parties hereto with

respect to the subject matter hereof and supersedes all prior agreements and

understandings, oral, written and implied, between the parties hereto with respect

to the subject matter hereof.

(c)The Company shall not seek from a court, or agree to, a “bar order” that would

have the effect of prohibiting or limiting the Indemnitee’s rights to receive

advancement of Expenses under this Agreement.

(d)The Company shall require and cause any successor (including any direct or

indirect successor by purchase, merger, consolidation or otherwise to all,

substantially all or a substantial part of the business and/or assets of the Company)

to expressly assume and agree to perform this Agreement in the same manner and

to the same extent that the Company would be required to perform if no such

succession had taken place.

(e)The Company and the Indemnitee agree herein that a monetary remedy for breach

of this Agreement, at some later date, may be inadequate, impracticable and

difficult to prove, and further agree that such breach may cause the Indemnitee

irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may

enforce this Agreement by seeking injunctive relief and/or specific performance

hereof, without any necessity of showing actual damage or irreparable harm and

that by seeking injunctive relief and/or specific performance, the Indemnitee shall

not be precluded from seeking or obtaining any other relief to which the

Indemnitee may be entitled. The Company and the Indemnitee further agree that

the Indemnitee shall be entitled to such specific performance and injunctive relief,

including temporary restraining orders, preliminary injunctions and permanent

injunctions, without the necessity of posting bonds or other undertaking in

connection therewith. The Company acknowledges that in the absence of a

waiver, a bond or undertaking may be required of the Indemnitee by the court,

and the Company hereby waives any such requirement of such a bond or

undertaking.

14.Definitions. For purposes of this Agreement:

(a)“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3

under the Exchange Act.

(b)“Change in Control” shall be deemed to occur upon the earliest to occur after the

date of this Agreement of any of the following events:

(i)a change in ownership or control of the Company effected through a

transaction or series of transactions (other than an offering of shares to the

general public through a registration statement filed with the U.S.

Securities and Exchange Commission or similar non-U.S. regulatory

agency) whereby any “person,” as such term is used in Sections 13(d)

and 14(d) of the Exchange Act (other than the Company, any trustee or

other fiduciary holding securities under any employee benefit plan of the

Company, or any company owned, directly or indirectly, by the

stockholders of the Company in substantially the same proportions as their

ownership of the Company), becomes the Beneficial Owner, directly or

indirectly, of securities of the Company representing 50% or more of the

combined voting power of the Company’s then-outstanding securities,

excluding for purposes herein, acquisitions pursuant to a Business

Combination that does not constitute a Change in Control as defined

in Section 14(b)(ii);

(ii)the consummation of a merger, reorganization or consolidation of the

Company with or into the Company or in which equity securities of the

Company are issued (each, a “Business Combination”), other than a

merger, reorganization or consolidation that would result in the voting

securities of the Company outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by being

converted into voting securities of the surviving entity or its direct or

indirect parent) more than 50% of the combined voting power of the

voting securities of the Company or such surviving entity (or, as

applicable, a direct or indirect parent of the Company or such surviving

entity), outstanding immediately after such merger, reorganization or

consolidation; provided, however, that a merger, reorganization or

consolidation effected to implement a recapitalization of the Company (or

similar transaction) in which no person (other than those covered by the

exceptions in Section 14(b)(i)) acquires more than 50% of the combined

voting power of the Company’s then-outstanding securities shall not

constitute a Change in Control;

(iii)the date, within any consecutive two-year period commencing on or after

the date of this Agreement, upon which individuals who, at the beginning

of such period, constitute the Board together with any new director(s)

(other than a director designated by a person who has entered into an

agreement with the Company to effect a transaction described in

Section 14(b)(i), 14(b)(ii) or 14(b)(iv) of this Agreement) whose election

by the Board or nomination for election by the Company’s stockholders

was approved by a vote of at least two-thirds of the directors then in office

who either were directors at the beginning of the two-year period or whose

election or nomination for election was previously so approved, cease for

any reason to constitute a majority thereof;

(iv)a complete liquidation or dissolution of the Company or the

consummation of a sale or disposition by the Company of all or

substantially all of the Company’s assets other than the sale or disposition

of all or substantially all of the assets of the Company to a person or

persons who beneficially own, directly or indirectly, 50% or more of the

combined voting power of the outstanding voting securities of the

Company at the time of the sale; or

(v)the occurrence of any other event of a nature that would be required to be

reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a

response to any similar item on any similar schedule or form) promulgated

under the Exchange Act, whether or not the Company is then subject to

such reporting requirement, except the completion of the Company’s

initial public offering shall not be considered a Change in Control.

Notwithstanding anything contained herein, a transaction shall not

constitute a “Change in Control” for the purposes of this definition if

(1) the Company becomes a direct or indirect wholly owned subsidiary of

a holding company and (2) the direct or indirect holders of the voting

stock of such holding company immediately following that transaction are

substantially the same as the holders of the Company’s voting stock

immediately prior to that transaction.

(c)“Corporate Status” describes the status of a person who is or was a director,

officer, partner, trustee, member, manager, employee, agent or fiduciary of the

Company or of any other Enterprise.

(d)“Disinterested Director” means a director of the Company who is not and was not

a party to the Proceeding in respect of which indemnification is sought by the

Indemnitee.

(e)“Enterprise” shall mean the Company and any corporation, partnership, joint

venture, trust, limited liability company, employee benefit plan or other enterprise

that the Indemnitee is or was serving at the request of the Company as a director,

officer, trustee, partner, member, manager, employee, agent or fiduciary.

(f)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(g)“Expenses” shall mean all reasonable direct and indirect costs, fees and expenses

of any type or nature whatsoever and shall specifically include, without limitation,

all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs

of experts and other professionals, witness fees, travel expenses, duplicating costs,

printing and binding costs, telephone charges, postage, delivery service fees and

all other disbursements or expenses of the types customarily incurred in

connection with prosecuting, defending, preparing to prosecute or defend,

investigating, participating, or being or preparing to be a witness in, or otherwise

participating in, a Proceeding, or responding to, or objecting to, a request to

provide discovery in any Proceeding. Expenses also shall include Expenses

incurred in connection with any appeal resulting from any Proceeding, including

without limitation the premium, security for, and other costs relating to any cost

bond, supersedeas bond, or other appeal bond or its equivalent, and any federal,

state, local or foreign taxes imposed on the Indemnitee as a result of the actual or

deemed receipt of any payments under this Agreement, as well as all reasonable

attorneys’ fees and all other expenses incurred by or on behalf of the Indemnitee

in connection with preparing and submitting any requests or statements for

indemnification, advancement, contribution or any other right provided by this

Agreement. Expenses, however, shall not include amounts paid in settlement by

the Indemnitee or the amount of judgments or fines against the Indemnitee.

(h)“Fullest Extent Permitted By Applicable Law” includes, but is not limited to: (a)

to the fullest extent permitted by the applicable provision of the DGCL, or the

corresponding provision of any amendment to or replacement of the DGCL, and

(b) to the fullest extent authorized or permitted by any amendments to or

replacements of the DGCL adopted after the date of this Agreement that increase

the extent to which a corporation may indemnify its directors and officers.

(i)“Independent Counsel” means a law firm, or a member of a law firm, that is

experienced in matters of Delaware corporation law and neither presently is, nor

in the past 5 years has been, retained to represent: (i) the Company or the

Indemnitee in any matter material to either such party (other than with respect to

matters concerning the Indemnitee under this Agreement, or of other indemnitees

under similar indemnification agreements), or (ii) any other party to the

Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding

the foregoing, the term “Independent Counsel” shall not include any person who,

under the applicable standards of professional conduct then prevailing, would

have a conflict of interest in representing either the Company or the Indemnitee in

an action to determine the Indemnitee’s rights under this Agreement.

(j)“Losses” means all liabilities, judgments, fines, penalties, costs, losses, excise

taxes or penalties under the Employee Retirement Income Security Act of 1974,

as amended from time to time, amounts paid in settlement (including all interest

assessments and other charges paid or payable in connection with or in respect of

such liabilities, losses, judgements, fines, excise taxes, penalties and costs) and

other amounts that the Indemnitee reasonably incurs and that result from, arise in

connection with or are by reason of the Indemnitee’s Corporate Status.

(k)“Proceeding” includes any threatened, pending or completed action, suit, claim,

counterclaim, cross claim, arbitration, mediation, alternate dispute resolution

mechanism, investigation, inquiry, administrative hearing or any other actual,

threatened or completed proceeding, whether brought by or in the right of the

Company or otherwise and whether civil, criminal, administrative or

investigative, in which the Indemnitee was, is or will be involved as a party,

potential party, non-party witness or otherwise, by reason of the Indemnitee’s

Corporate Status or by reason of any action taken by the Indemnitee or of any

inaction on the Indemnitee’s part while acting in the Indemnitee’s Corporate

Status, in each case whether or not the Indemnitee is acting or serving in any such

capacity at the time any liability or expense is incurred for which indemnification

can be provided under this Agreement, and including one pending on or before

the date of this Agreement, but excluding one initiated by an Indemnitee pursuant

to Section 7 of this Agreement to enforce the Indemnitee’s rights under this

Agreement.

(l)[“Olympus Partners” means, collectively, Olympus Partners, LP and any entity

that controls, is controlled by or under common control with Olympus Partners,

9 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

10 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

LP (other than the Company and any entity that is controlled by the Company)

and any investment vehicles or funds managed or controlled, directly or

indirectly, by or otherwise affiliated with Olympus Partners, LP.]9

15.Severability. If any provision or provisions of this Agreement shall be held to be invalid,

illegal or unenforceable for any reason whatsoever: (i) the validity, legality and

enforceability of the remaining provisions of this Agreement (including, without

limitation, each portion of any section, paragraph or sentence of this Agreement

containing any such provision held to be invalid, illegal or unenforceable, that is not itself

invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and

shall remain enforceable to the Fullest Extent Permitted By Applicable Law, (ii) such

provision or provisions shall be deemed reformed to the fullest extent necessary to

conform to applicable law and to give the maximum effect to the intent of the parties

hereto, and (iii) to the Fullest Extent Permitted By Applicable Law, the provisions of this

Agreement (including, without limitation, each portion of any section, paragraph or

sentence of this Agreement containing any such provision held to be invalid, illegal or

unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as

to give effect to the intent manifested thereby. Without limiting the generality of the

foregoing, this Agreement is intended to confer upon the Indemnitee [and Olympus

Partners]10 indemnification rights to the Fullest Extent Permitted By Applicable Law.

16.Modification and Waiver. No supplement, modification, termination or amendment of

this Agreement shall be binding unless executed in writing by both of the parties hereto.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute

a waiver of any other provisions hereof (whether or not similar) nor shall such waiver

constitute a continuing waiver.

17.Notice By the Indemnitee. The Indemnitee agrees to promptly notify the Company in

writing upon being served with or otherwise receiving any summons, citation, subpoena,

complaint, indictment, information or other document relating to any Proceeding or

matter which may be subject to indemnification or advancement of Expenses covered

hereunder. The failure to so notify the Company shall not relieve the Company of any

obligation which it may have to the Indemnitee under this Agreement or otherwise unless

and only to the extent that such failure or delay materially prejudices the interests of the

Company.

18.Notices. All notices and other communications given or made pursuant to this Agreement

shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the

party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent

during normal business hours of the recipient, and if not so confirmed, then on the next

business day, (iii) five days after having been sent by registered or certified mail, return

receipt requested, postage prepaid, or (iv) one day after deposit with a nationally

recognized overnight courier, specifying next day delivery, with written verification of

receipt. All communications shall be sent:

(a)To the Indemnitee at the address set forth below the Indemnitee’s signature

hereto.

(b)To the Company at:

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attention: Michael Rubiera

E-mail: ****

or to such other address as may have been furnished to the Indemnitee by the Company

or to the Company by the Indemnitee, as the case may be.

19.Construction. Whenever required by the context, as used in this Agreement the singular

number shall include the plural, the plural shall include the singular, and all words herein

in any gender shall be deemed to include (as appropriate) the masculine, feminine and

neuter genders. References to “day” shall mean a calendar day unless expressly stated to

the contrary.

20.Counterparts. This Agreement may be executed in two or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the

same Agreement. Counterparts may be delivered via facsimile, electronic mail (including

pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,

www.docusign.com) or other transmission method and any counterpart so delivered shall

be deemed to have been duly and validly delivered and be valid and effective for all

purposes.

21.Headings. The headings of the paragraphs of this Agreement are inserted for convenience

only and shall not be deemed to constitute part of this Agreement or to affect the

construction thereof.

22.Governing Law and Consent to Jurisdiction. This Agreement and the legal relations

among the parties shall be governed by, and construed and enforced in accordance with,

the laws of the State of Delaware, without regard to its conflict of laws rules. The

Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any

action or proceeding arising out of or in connection with this Agreement shall, unless the

Company consents in writing to the selection of an alternate forum, be brought only in

the Delaware Court (or, if and only if the Delaware Court lacks subject matter

jurisdiction, any state court located within the State of Delaware or, if and only if all such

state courts lack subject matter jurisdiction, the federal district court for the District of

Delaware), (ii) generally and unconditionally consent to submit to the exclusive

jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of

11 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

or in connection with this Agreement, (iii) irrevocably appoint, to the extent such party is

not otherwise subject to service of process in the State of Delaware, The Corporation

Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware

19801, as its agent in the State of Delaware as such party’s agent for acceptance of legal

process in connection with any such action or proceeding against such party with the

same legal force and validity as if such party had been personally served within the State

of Delaware, (iv) waive any objection to the laying of venue of any such action or

proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any

claim that any such action or proceeding brought in the Delaware Court has been brought

in an improper or inconvenient forum.

23.[Non-Exclusive Capacities of Indemnitee. The Company acknowledges and agrees that

Indemnitee provides services to entities other than the Company. The Company further

acknowledges and agrees that Olympus Partners invests in entities other than the

Company, and may also provide financial, operational and other advisory services to such

entities in connection with such investments.]11

[SIGNATURE PAGE FOLLOWS]

[Signature Page to Indemnification Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as

of the day and year first written above.


	ACCELEVATION HOLDINGS CORP.



	By:
		Name:
		Title:


	INDEMNITEE


	Name:

	Address:

Exhibit 10.6

ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Accelevation Holdings Corp. Omnibus Incentive Plan (this “Plan”) is

to promote the success of the Company’s business for the benefit of its stockholders by enabling

the Company to offer Eligible Individuals cash and stock-based incentives in order to attract,

retain, and reward such individuals and strengthen the mutuality of interests between such

individuals and the Company’s stockholders. This Plan is effective as of the date set forth in

Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1“Affiliate” means a corporation or other entity controlled by, controlling, or

under common control with the Company. The term “control” (including, with correlative

meaning, the terms “controlled by” and “under common control with”), as applied to any Person,

means the possession, directly or indirectly, of the power to direct or cause the direction of

management and policies of such Person, whether through the ownership of voting or other

securities, by contract or otherwise.

2.2“Applicable Law” means the requirements relating to the administration of

equity-based awards and the related shares under U.S. state corporate law, U.S. federal and state

securities laws, the rules or requirements of any stock exchange or quotation system on which

the shares are listed or quoted, and any other applicable laws, including tax laws, of any U.S. or

non-U.S. jurisdictions where Awards are, or will be, granted under this Plan.

2.3“Award” means any award under this Plan of any Stock Option, Stock

Appreciation Right, Restricted Stock, Restricted Stock Units, Performance Award, Other Stock-

Based Award, or Cash Award. All Awards shall be evidenced by and subject to the terms of an

Award Agreement.

2.4“Award Agreement” means the written or electronic agreement, contract,

certificate, or other instrument or document evidencing the terms and conditions of an individual

Award. Each Award Agreement shall be subject to the terms and conditions of this Plan.

2.5“Board” means the Board of Directors of the Company.

2.6“Cash Award” means an Award granted to an Eligible Individual pursuant to

Section 9.3 of this Plan and payable in cash at such time or times and subject to such terms and

conditions as determined by the Committee in its sole discretion.

2.7“Cause” means, unless otherwise determined by the Committee in the applicable

Award Agreement, with respect to a Participant’s Termination of Service, the following: (a) in

respect of the Participant that is not party to an employment, consulting, change in control,

severance or similar written agreement between such Participant and the Company or an

Affiliate, in each case, as approved by the Board or applicable governing body of an Affiliate of

the Company (or where there is such an agreement but it does not define “cause”), that such

Participant: (i) is convicted of, or pleads guilty or nolo contendere to, a felony or other crime

involving moral turpitude or committed any other act or omission involving misappropriation,

embezzlement, dishonesty, disloyalty, theft or fraud with respect to the Company or an Affiliate,

its property, assets, products, services or customers, suppliers or other business relations; (ii)

failed or refused to comply with a material directive from the Board or the person to whom such

Participant reports; (iii) breached any material agreement between the Participant and the

Company or an Affiliate; (iv) engaged (or prepared to engage) in any activities competitive with

the business of the Company or an Affiliate or aided or abetted a competitor, supplier, customer

or other business relation of the Company or an Affiliate to the disadvantage or detriment of the

Company or an Affiliate; (v) abused alcohol in a manner that impaired or impairs such

Participant’s ability to perform the Participant’s duties, reported to work under the influence of

alcohol or used illegal drugs (whether or not at the workplace); (vi) engaged in misconduct that

could be injurious to the business or reputation of the Company or an Affiliate, or engaged in

other conduct that could cause the Company, an Affiliate, or their direct and indirect

equityholders, directors, managers, officers, members, partners, employees, agents and

representatives public disgrace, disrepute or economic harm; (vii) breached any fiduciary duty or

engaged in any gross negligence or willful misconduct with respect to the Company or an

Affiliate; (viii) violated the Company’s code of ethics or any other material written policy of the

Company or an Affiliate that the Board determines has not been cured (if capable of being cured)

within a reasonable time after written notice thereof to such Participant; (ix) violated any law

regarding employment discrimination or sexual harassment; or (x) breached the terms of this

Plan or any other agreement between such Participant and the Company or an Affiliate that the

Board determines has not been cured (if capable of being cured) within a reasonable time after

written notice to such Participant thereof; or (b) if the Participant is party to a written

employment, consulting, change in control, severance or similar agreement between such

Participant and the Company or an Affiliate (in each case, as approved by the Board or

applicable governing body of an Affiliate of the Company) that defines “cause,” “cause” as

defined under such agreement.

2.8“Change in Control” means and includes each of the following, unless otherwise

determined by the Committee in the applicable Award Agreement or other written agreement

with a Participant approved by the Committee:

(a)any Person (other than the Company, any trustee or other fiduciary

holding securities under any employee benefit plan of the Company, or any company owned,

directly or indirectly, by the stockholders of the Company in substantially the same proportions

as their ownership of the Company), becoming the beneficial owner (as defined in Rule 13d-3

under the Exchange Act), directly or indirectly, of securities of the Company representing fifty

percent (50%) or more of the combined voting power of the Company’s then outstanding

securities, excluding for purposes herein, acquisitions pursuant to a Business Combination that

does not constitute a Change in Control as defined in Section 2.8(b);

(b)a merger, reorganization, or consolidation of the Company or in which

equity securities of the Company are issued (each, a “Business Combination”), other than a

merger, reorganization or consolidation which would result in the voting securities of the

Company outstanding immediately prior thereto continuing to represent (either by remaining

outstanding or by being converted into voting securities of the surviving entity or its direct or

indirect parent) more than fifty percent (50%) of the combined voting power of the voting

securities of the Company or such surviving entity (or, as applicable, a direct or indirect parent of

the Company or such surviving entity) outstanding immediately after such merger,

reorganization or consolidation; provided, however, that a merger, reorganization or

consolidation effected to implement a recapitalization of the Company (or similar transaction) in

which no Person (other than those covered by the exceptions in Section 2.8(a)) acquires more

than 50% of the combined voting power of the Company’s then outstanding securities shall not

constitute a Change in Control;

(c)during the period of two (2) consecutive years, individuals who, at the

beginning of such period, constitute the Board together with any new director(s) (other than a

director designated by a Person who has entered into an agreement with the Company to effect a

transaction described in Sections 2.8(a) or (b)) whose election by the Board or nomination for

election by the Company’s stockholders was approved by a vote of at least two-thirds of the

directors then still in office who either were directors at the beginning of the two (2) year period

or whose election or nomination for election was previously so approved, cease for any reason to

constitute a majority thereof; or

(d)a complete liquidation or dissolution of the Company or the

consummation of a sale or disposition by the Company of all or substantially all of the

Company’s assets other than the sale or disposition of all or substantially all of the assets of the

Company to a Person or Persons who beneficially own, directly or indirectly, fifty percent (50%)

or more of the combined voting power of the outstanding voting securities of the Company at the

time of the sale.

For purposes of this Section 2.8, acquisitions or dispositions of securities of the Company by

Olympus Partners, LP, any of its respective affiliates, or any investment vehicle or fund

controlled by or managed by, or otherwise affiliated with Olympus Partners, LP shall not, in and

of themselves, constitute a Change in Control unless the applicable requirements of Section

2.8(a), (b), (c) or (d) are otherwise satisfied. Notwithstanding the foregoing, with respect to any

Award that is characterized as “nonqualified deferred compensation” within the meaning of

Section 409A of the Code, an event shall not be considered to be a Change in Control under this

Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a

“change in effective control,” or a “change in the ownership of a substantial portion of the

assets” of the Company within the meaning of Section 409A of the Code.

2.9“Change in Control Price” means the highest price per Share paid in any

transaction related to a Change in Control as determined by the Committee in its discretion.

2.10“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to

time. Any reference to any section of the Code shall also be a reference to any successor

provision and any guidance and treasury regulation promulgated thereunder.

2.11“Committee” means any committee of the Board duly authorized by the Board to

administer this Plan; provided, however, that unless otherwise determined by the Board, the

Committee shall consist solely of two or more members of the Board who are each (a) a “non-

employee director” within the meaning of Rule 16b-3(b), and (b) “independent” under the listing

standards or rules of the securities exchange upon which the Common Stock is traded, but only

to the extent such independence is required in order to take the action at issue pursuant to such

standards or rules. If no committee is duly authorized by the Board to administer this Plan, the

term “Committee” shall be deemed to refer to the Board for all purposes under this Plan. The

Board may abolish any Committee or re-vest in itself any previously delegated authority from

time to time, and will retain the right to exercise the authority of the Committee to the extent

consistent with Applicable Law.

2.12“Common Stock” means the Class A common stock, $0.0001 par value per

share, of the Company.

2.13“Company” means Accelevation Holdings Corp., a Delaware corporation, and its

successors by operation of law.

2.14“Consultant” means any natural person who is an advisor or consultant or other

service provider to the Company or any of its Affiliates.

2.15“Detrimental Conduct” means, as determined by the Company, a Participant’s

serious misconduct or unethical behavior, including any of the following: (a) any violation by the

Participant of a restrictive covenant agreement that the Participant has entered into with the

Company or an Affiliate (covering, for example, confidentiality, non-competition, non-

solicitation, non-disparagement, etc.); (b) any conduct by the Participant that could result in the

Participant’s Termination of Service for Cause; (c) the commission of a criminal act by the

Participant, whether or not performed in the workplace, that subjects, or if generally known

would subject, the Company or an Affiliate to public ridicule or embarrassment, or other

improper or intentional conduct by the Participant causing reputational harm to the Company, an

Affiliate, or a client or former client of the Company or an Affiliate; (d) the Participant’s breach

of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the

Company or an Affiliate; (e) the Participant’s intentional violation, or grossly negligent

disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (f) the Participant

taking or maintaining trading positions that result in a need to restate financial results in a

subsequent reporting period or that result in a significant financial loss to the Company or an

Affiliate.

2.16“Disability” means, unless otherwise determined by the Committee in the

applicable Award Agreement, with respect to a Participant’s Termination of Service, that the

Participant is unable to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment, after accounting for reasonable accommodations (if

applicable and required by Applicable Law); provided, however, for purposes of an Incentive

Stock Option, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of

the Code. The determination of whether an individual has a Disability shall be determined by the

Committee, and the Committee may rely on any determination that a Participant is disabled for

purposes of benefits under any long-term disability plan in which a Participant participates that is

maintained by the Company or any Affiliate.

2.17“Dividend Equivalent Rights” means a right granted to a Participant under this

Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

2.18“Effective Date” means the effective date of this Plan as defined in Article XIV.

2.19“Eligible Employee” means each employee of the Company or any of its

Affiliates. An employee on a leave of absence may be an Eligible Employee.

2.20“Eligible Individual” means an Eligible Employee, Non-Employee Director, or

Consultant who is designated by the Committee in its discretion as eligible to receive Awards

subject to the terms and conditions set forth herein.

2.21“Exchange Act” means the Securities Exchange Act of 1934, as amended from

time to time. Reference to a specific section of the Exchange Act or regulation thereunder shall

include such section or regulation, any valid regulation or interpretation promulgated under such

section, and any comparable provision of any future legislation or regulation amending,

supplementing, or superseding such section or regulation.

2.22“Fair Market Value” means, for purposes of this Plan, unless otherwise required

by any applicable provision of the Code or any regulations issued thereunder, as of any date and

except as provided below, the last sales price reported for the Common Stock on the applicable

date: (a) as reported on the principal national securities exchange in the United States on which it

is then traded, listed or otherwise reported or quoted or (b) if the Common Stock is not traded,

listed, or otherwise reported or quoted, the Committee shall determine in good faith the Fair

Market Value in whatever manner it considers appropriate, taking into account the requirements

of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall

be the trading day immediately prior to the date on which the Award is granted. For purposes of

the exercise of any Award, the applicable date shall be the date a notice of exercise is received by

the Committee or, if not a date on which the applicable market is open, the next day that it is

open. Notwithstanding the foregoing, with respect to any Award granted on the pricing date of

the Company’s initial public offering, the Fair Market Value shall mean the initial public

offering price of a Share as set forth in the Company’s final prospectus relating to its initial

public offering filed with the Securities and Exchange Commission.

2.23“Family Member” means “family member” as defined in Section A.1.(a)(5) of

the general instructions of Form S-8.

2.24“Incentive Stock Option” means any Stock Option granted to an Eligible

Employee who is an employee of the Company or its Subsidiaries under this Plan and that is

intended to be, and is designated as, an “Incentive Stock Option” within the meaning of Section

422 of the Code.

2.25“Non-Employee Director” means a director on the Board who is not an

employee of the Company.

2.26“Non-Qualified Stock Option” means any Stock Option granted under this Plan

that is not an Incentive Stock Option.

2.27“Other Stock-Based Award” means an Award granted under Article IX of this

Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on,

Shares, but may be settled in the form of Shares or cash.

2.28“Participant” means an Eligible Individual to whom an Award has been granted

pursuant to this Plan.

2.29“Performance Award” means an Award granted under Article VIII of this Plan.

2.30“Performance Goals” means goals established by the Committee as

contingencies for Awards to vest and/or become exercisable or distributable.

2.31“Performance Period” means the designated period during which the

Performance Goals must be satisfied with respect to the Award to which the Performance Goals

relate.

2.32“Person” means any “person” as such term is used in Sections 13(d) and 14(d) of

the Exchange Act.

2.33“Restricted Stock” means an Award of Shares granted under Article VII of this

Plan.

2.34“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the

applicable settlement date, one Share or an amount in cash or other consideration determined by

the Committee to be of equal value as of such settlement date, subject to certain vesting

conditions and other restrictions.

2.35“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then

in effect or any successor provision.

2.36“Section 409A of the Code” means the nonqualified deferred compensation rules

under Section 409A of the Code and any applicable treasury regulations and other official

guidance thereunder.

2.37“Securities Act” means the Securities Act of 1933, as amended, and all rules and

regulations promulgated thereunder. Reference to a specific section of the Securities Act or

regulation thereunder shall include such section or regulation, any valid regulation or

interpretation promulgated under such section, and any comparable provision of any future

legislation or regulation amending, supplementing, or superseding such section or regulation.

2.38“Shares” means shares of Common Stock.

2.39“Stock Appreciation Right” means a stock appreciation right granted under

Article VI of this Plan.

2.40“Stock Option” or “Option” means any option to purchase Shares granted

pursuant to Article VI of this Plan.

2.41“Subsidiary” means any subsidiary corporation of the Company within the

meaning of Section 424(f) of the Code.

2.42“Ten Percent Stockholder” means a Person owning stock representing more

than ten percent (10%) of the total combined voting power of all classes of stock of the Company

or its Subsidiaries.

2.43“Termination of Service” means the termination of the applicable Participant’s

employment with, or performance of services for, the Company and its Affiliates. Unless

otherwise determined by the Committee, (a) if a Participant’s employment or services with the

Company and its Affiliates terminates but such Participant continues to provide services to the

Company and its Affiliates in a non-employee capacity, such change in status shall not be

deemed a Termination of Service with the Company and its Affiliates and (b) a Participant

employed by, or performing services for an Affiliate that ceases to be an Affiliate shall also be

deemed to have incurred a Termination of Service provided the Participant does not immediately

thereafter become an employee of the Company or another Affiliate. Notwithstanding the

foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified

deferred compensation plan” within the meaning of Section 409A of the Code, a Participant shall

not be considered to have experienced a “Termination of Service” unless the Participant

has experienced a “separation from service” within the meaning of Section 409A of the Code.

ARTICLE III

ADMINISTRATION

3.1Authority of the Committee. This Plan shall be administered by the Committee.

Subject to the terms of this Plan and Applicable Law, the Committee shall have full authority to

grant Awards to Eligible Individuals under this Plan. In particular, the Committee shall have the

authority to:

(a)determine whether and to what extent Awards, or any combination

thereof, are to be granted hereunder to one or more Eligible Individuals;

(b)determine the number of Shares to be covered by each Award granted

hereunder;

(c)determine the terms and conditions, not inconsistent with the terms of this

Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase

price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any

forfeiture restrictions or waiver thereof, regarding any Award and the Shares, if any, relating

thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(d)determine the amount of cash to be covered by each Award granted

hereunder;

(e)determine whether, to what extent, and under what circumstances grants of

Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction

with or apart from other awards made by the Company outside of this Plan;

(f)determine whether and under what circumstances an Award may be settled

in cash, Shares, other property, or a combination of the foregoing;

(g)determine whether, to what extent and under what circumstances cash,

Shares, or other property and other amounts payable with respect to an Award under this Plan

shall be deferred either automatically or at the election of the Participant;

(h)modify, waive, amend, or adjust the terms and conditions of any Award, at

any time or from time to time, including but not limited to Performance Goals;

(i)determine whether a Stock Option is an Incentive Stock Option or Non-

Qualified Stock Option;

(j)determine whether to require a Participant, as a condition of the granting

of any Award, to not sell or otherwise dispose of Shares acquired pursuant to the exercise or

vesting of an Award for a period of time as determined by the Committee, in its sole discretion,

following the date of the acquisition of such Award or Shares;

(k)modify, extend, or renew an Award, subject to Article XI and Section

6.8(g) of this Plan; and

(l)determine how the Disability, death, retirement, authorized leave of

absence or any other change or purported change in a Participant’s status affects an Award and

the extent to which, and the period during which, the Participant, the Participant’s legal

representative, conservator, guardian or beneficiary may exercise rights under the Award, if

applicable.

3.2Guidelines. Subject to Article XI of this Plan, the Committee shall have the

authority to adopt, alter, and repeal such administrative rules, guidelines, and practices governing

this Plan and perform all acts, including the delegation of its responsibilities (to the extent

permitted by Applicable Law and applicable stock exchange rules), as it shall, from time to time,

deem advisable; to construe and interpret the terms and provisions of this Plan and any Award

issued under this Plan (and any agreements or sub-plans relating thereto); and to otherwise

supervise the administration of this Plan. The Committee may correct any defect, supply any

omission, or reconcile any inconsistency in this Plan or in any agreement relating thereto in the

manner and to the extent it shall deem necessary to effectuate the purpose and intent of this Plan.

The Committee may adopt special rules, sub-plans, guidelines, and provisions for persons who

are residing in or employed in, or subject to, the taxes of any domestic or foreign jurisdictions to

satisfy or accommodate applicable foreign laws or to qualify for preferred tax treatment of such

domestic or foreign jurisdictions.

3.3Decisions Final. Any decision, interpretation, or other action made or taken in

good faith by or at the direction of the Company, the Board, or the Committee (or any of its

members) arising out of or in connection with this Plan shall be within the absolute discretion of

all and each of them, as the case may be, and shall be final, binding, and conclusive on the

Company and all employees and Participants and their respective heirs, executors,

administrators, successors, and assigns.

3.4Designation of Consultants/Liability; Delegation of Authority.

(a)The Committee may employ such legal counsel, consultants, and agents as

it may deem desirable for the administration of this Plan and may rely upon any opinion received

from any such counsel or consultant and any computation received from any such consultant or

agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel,

consultant, or agent shall be paid by the Company. The Committee, its members, and any person

designated pursuant to this Section 3.4 shall not be liable for any action or determination made in

good faith with respect to this Plan. To the maximum extent permitted by Applicable Law, no

officer of the Company or member or former member of the Committee or of the Board shall be

liable for any action or determination made in good faith with respect to this Plan or any Award

granted under it.

(b)The Committee may delegate any or all of its powers and duties under this

Plan to a subcommittee of directors or to any officer of the Company, including the power to

perform administrative functions (including executing agreements or other documents on behalf

of the Committee) and grant Awards; provided, that such delegation does not (i) violate

Applicable Law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards

granted to Participants subject to Section 16 of the Exchange Act in respect of the Company.

Upon any such delegation, all references in this Plan to the “Committee” shall be deemed to

include any subcommittee or officer of the Company to whom such powers have been delegated

by the Committee. Any such delegation shall not limit the right of such subcommittee members

or such an officer to receive Awards; provided, however, that such subcommittee members and

any such officer may not grant Awards to himself or herself, a member of the Board, or any

executive officer of the Company or an Affiliate, or take any action with respect to any Award

previously granted to himself or herself, a member of the Board, or any executive officer of the

Company or an Affiliate. The Committee may also designate employees or professional advisors

who are not executive officers of the Company or members of the Board to assist in

administering this Plan, provided, however, that such individuals may not be delegated the

authority to grant or modify any Awards that will, or may, be settled in Shares.

3.5Indemnification. To the maximum extent permitted by Applicable Law and to

the extent not covered by insurance directly insuring such person, each current and former officer

or employee of the Company or any of its Affiliates and member or former member of the

Committee or the Board shall be indemnified and held harmless by the Company against any

cost or expense (including reasonable fees of counsel acceptable to the Committee) or liability

(including any sum paid in settlement of a claim with the approval of the Committee), and

advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent

permitted, arising out of any act or omission to act in connection with the administration of this

Plan, except to the extent arising out of such officer’s, employee’s, member’s, or former

member’s own fraud or bad faith. Such indemnification shall be in addition to any right of

indemnification that the current or former employee, officer or member may have under

Applicable Law or under the by-laws of the Company or any of its Affiliates. Notwithstanding

anything else herein, this indemnification will not apply to the actions or determinations made by

an individual with regard to Awards granted to such individual under this Plan.

ARTICLE IV

SHARE LIMITATION

4.1Shares. The aggregate number of Shares that may be issued pursuant to this Plan

shall not exceed 17,890,813 Shares (subject to any increase or decrease pursuant to this Article

IV), which may be either authorized and unissued Shares or Shares held in or acquired for the

treasury of the Company or both. The number of Shares that may be issued pursuant to this Plan

shall be subject to an annual increase on January 1 of each calendar year beginning in 2027, and

ending and including January 1, 2036, equal to the lesser of (a) 3% of the aggregate number of

Shares and shares of Class B common stock, in each case, outstanding on December 31 of the

immediately preceding calendar year and (b) such smaller number of Shares as is determined by

the Board. The aggregate number of Shares that may be issued or used with respect to any

Incentive Stock Option shall not exceed 17,890,813 Shares (subject to any increase or decrease

pursuant to Section 4.3). Any Award under this Plan settled in cash shall not be counted against

the foregoing maximum share limitations. Notwithstanding anything to the contrary contained

herein, Shares subject to an Award under this Plan shall again be made available for issuance or

delivery under this Plan if such Shares are (i) Shares delivered, withheld or surrendered in

payment of the exercise or purchase price of an Award, (ii) Shares delivered, withheld, or

surrendered to satisfy any tax withholding obligation or (iii) Shares subject to a stock-settled

Award that expires or is canceled, forfeited, or terminated without issuance of the full number of

Shares to which the Award related.

4.2Substitute Awards. In connection with an entity’s merger or consolidation with

the Company or the Company’s acquisition of an entity’s property or stock, the Committee may

grant Awards in substitution for any options or other stock or stock-based awards granted before

such merger or consolidation by such entity or its affiliate (“Substitute Awards”). Substitute

Awards may be granted on such terms as the Committee deems appropriate, notwithstanding

limitations on Awards in this Plan. Substitute Awards will not count against the Shares

authorized for grant under this Plan (nor shall Shares subject to a Substitute Award be added to

the Shares available for Awards under this Plan as provided under Section 4.1 above), except that

Shares acquired by exercise of substitute Incentive Stock Options will count against the

maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock

Options under this Plan, as set forth in Section 4.1 above. Additionally, in the event that a Person

acquired by the Company or any Subsidiary or with which the Company or any Subsidiary

combines has shares available under a pre-existing plan approved by stockholders and not

adopted in contemplation of such acquisition or combination, the shares available for grants

pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the

exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or

combination to determine the consideration payable to the holders of common stock of the

entities party to such acquisition or combination) may be used for Awards under this Plan and

shall not reduce the Shares authorized for grant under this Plan (and Shares subject to such

Awards shall not be added to the Shares available for Awards under this Plan as provided under

Section 4.1 above); provided that Awards using such available shares shall not be made after the

date awards or grants could have been made under the terms of the pre-existing plan, absent the

acquisition or combination, and shall only be made to individuals who were not Eligible

Employees or Non-Employee Directors prior to such acquisition or combination.

4.3Adjustments.

(a)The existence of this Plan and the Awards granted hereunder shall not

affect in any way the right or power of the Board or the stockholders of the Company to make or

authorize (i) any adjustment, recapitalization, reorganization, or other change in the Company’s

capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate,

(iii) any issuance of bonds, debentures, or preferred or prior preference stock ahead of or

affecting the Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any

sale or transfer of all or part of the assets or business of the Company or any Affiliate, or (vi) any

other corporate act or proceeding.

(b)Subject to the provisions of Section 10.1:

(i)If the Company at any time subdivides (by any split,

recapitalization or otherwise) the outstanding Shares into a greater number of Shares, or

combines (by reverse split, combination, or otherwise) its outstanding Shares into a lesser

number of Shares, then the respective exercise prices for outstanding Awards that provide for a

Participant-elected exercise and the number of Shares covered by outstanding Awards shall be

appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted

to, or available for, Participants under this Plan; provided, that the Committee in its sole

discretion shall determine whether an adjustment is appropriate.

(ii)Excepting transactions covered by Section 4.3(b)(i), if the

Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or

transfer of all or substantially all the Company’s assets or business, or other corporate transaction

or event in such a manner that the Company’s outstanding Shares are converted into the right to

receive (or the holders of Common Stock are entitled to receive in exchange therefor), either

immediately or upon liquidation of the Company, securities or other property of the Company or

other entity, then, subject to the provisions of Section 10.1, (A) the aggregate number or kind of

securities that thereafter may be issued under this Plan, (B) the number or kind of securities or

other property (including cash) to be issued pursuant to Awards granted under this Plan

(including as a result of the assumption of this Plan and the obligations hereunder by a successor

entity, as applicable), or (C) the exercise or purchase price thereof, shall be appropriately

adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or

available for, Participants under this Plan.

(iii)If there shall occur any change in the capital structure of the

Company other than those covered by Section 4.3(b)(i) or 4.3(b)(ii), any conversion, any

adjustment, or any issuance of any class of securities convertible or exercisable into, or

exercisable for, any class of equity securities of the Company, then the Committee shall adjust

any Award and make such other adjustments to this Plan to prevent dilution or enlargement of

the rights granted to, or available for, Participants under this Plan.

(iv)In the event of any pending stock dividend, stock split,

combination or exchange of shares, merger, consolidation or other distribution (other than

normal cash dividends) of Company assets to stockholders, or any other extraordinary

transaction or change affecting the Shares or the Share price, including any securities offering or

other similar transaction, for administrative convenience, the Committee may refuse to permit

the exercise of any Award for up to sixty (60) days before or after such transaction.

(v)The Committee may adjust the Performance Goals applicable to

any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact

of charges for restructurings, discontinued operations, and the cumulative effects of accounting

or tax changes, each as defined by generally accepted accounting principles or as identified in the

Company’s financial statements, notes to the financial statements, management’s discussion and

analysis, or other Company public filing, and any other circumstances deemed relevant.

(vi)Any such adjustment determined by the Committee pursuant to

this Section 4.3(b) shall be final, binding, and conclusive on the Company and all Participants

and their respective heirs, executors, administrators, successors, and permitted assigns. Any

adjustment to, or assumption or substitution of, an Award under this Section 4.3(b) shall be

intended to comply with the requirements of Section 409A of the Code and Treasury Regulation

§1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in

this Section 4.3 or in the applicable Award Agreement, a Participant shall have no additional

rights under this Plan by reason of any transaction or event described in this Section 4.3.

4.4Annual Limit on Non-Employee Director Compensation. In each calendar year

during any part of which this Plan is in effect, a Non-Employee Director may not receive Awards

for such individual’s service on the Board that, taken together with any cash fees paid to such

Non-Employee Director during such calendar year for such individual’s service on the Board,

have a value in excess of $750,000 (calculating the value of any such Awards based on the grant

date fair value of such Awards for financial reporting purposes); provided, that (a) the

Committee may make exceptions to this limit, except that the Non-Employee Director receiving

such additional compensation may not participate in the decision to award such compensation or

in other contemporaneous decisions involving compensation for Non-Employee Directors and

(b) for any calendar year in which a Non-Employee Director (i) first commences service on the

Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or non-

executive chair of the Board, such limit shall be increased to $1,000,000; provided, further, that

the limit set forth in this Section 4.4 shall be applied without regard to Awards or other

compensation, if any, provided to a Non-Employee Director during any period in which such

individual was an employee of the Company or any Affiliate or was otherwise providing services

to the Company or to any Affiliate other than in the capacity as a Non-Employee Director.

ARTICLE V

ELIGIBILITY

5.1General Eligibility. All current and prospective Eligible Individuals are eligible

to be granted Awards. Eligibility for the grant of Awards and actual participation in this Plan

shall be determined by the Committee in its sole discretion. No Eligible Individual will

automatically be granted any Award under this Plan.

5.2Incentive Stock Options. Notwithstanding the foregoing, only Eligible

Employees who are employees of the Company or its Subsidiaries are eligible to be granted

Incentive Stock Options under this Plan. Eligibility for the grant of an Incentive Stock Option

and actual participation in this Plan shall be determined by the Committee in its sole discretion.

5.3General Requirement. The vesting and exercise of Awards granted to a

prospective Eligible Individual are conditioned upon such individual actually becoming an

Eligible Employee, Consultant, or Non-Employee Director, as applicable.

ARTICLE VI

STOCK OPTIONS; STOCK APPRECIATION RIGHTS

6.1General. Stock Options or Stock Appreciation Rights may be granted alone or in

addition to other Awards granted under this Plan. Each Stock Option granted under this Plan

shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

Stock Options and Stock Appreciation Rights granted under this Plan shall be evidenced by an

Award Agreement and subject to the terms, conditions and limitations in this Plan, including any

limitations applicable to Incentive Stock Options.

6.2Grants. The Committee shall have the authority to grant to any Eligible

Individual one or more Incentive Stock Options, Non-Qualified Stock Options, and/or Stock

Appreciation Rights; provided, however, that Incentive Stock Options may only be granted to an

Eligible Employee who is an employee of the Company or its Subsidiaries. To the extent that any

Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or

the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which

does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3Exercise Price. The exercise price per Share subject to a Stock Option or Stock

Appreciation Right shall be determined by the Committee at the time of grant, provided that the

per share exercise price of a Stock Option or Stock Appreciation Right shall not be less than

100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%)

of the Fair Market Value at the time of grant. Notwithstanding the foregoing, in the case of a

Stock Option or Stock Appreciation Right that is a Substitute Award, the exercise price per Share

for such Stock Option or Stock Appreciation Right may be less than the Fair Market Value on

the date of grant; provided, that, such exercise price is determined in a manner consistent with

the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.

6.4Term. The term of each Stock Option or Stock Appreciation Right shall be fixed

by the Committee, provided that no Stock Option or Stock Appreciation Right shall be

exercisable more than ten (10) years (or, in the case of an Incentive Stock Option granted to a

Ten Percent Stockholder, five (5) years) after the date on which the Stock Option or Stock

Appreciation Right, as applicable, is granted.

6.5Exercisability. Unless otherwise provided by the Committee in accordance with

the provisions of this Section 6.5, Stock Options and Stock Appreciation Rights granted under

this Plan shall be exercisable at such time or times and subject to such terms and conditions as

shall be determined by the Committee at the time of grant. The Committee may, but shall not be

required to, provide for an acceleration of vesting and exercisability upon the occurrence of a

specified event. Unless otherwise determined by the Committee, if the exercise of a Non-

Qualified Stock Option or Stock Appreciation Right within the permitted time periods is

prohibited because such exercise would violate the registration requirements under the Securities

Act or any other Applicable Law or the rules of any securities exchange or interdealer quotation

system, the Company’s insider trading policy (including any blackout periods) or a “lock-up”

agreement entered into in connection with the issuance of securities by the Company, then the

expiration of such Non-Qualified Stock Option or Stock Appreciation Right shall be extended

until the date that is thirty (30) days after the end of the period during which the exercise of the

Non-Qualified Stock Option or Stock Appreciation Right would be in violation of such

registration requirement or other Applicable Law or rules, blackout period or lock-up agreement,

as determined by the Committee; provided, however, that in no event shall any such extension

result in any Non-Qualified Stock Option or Stock Appreciation Right remaining exercisable

after the ten (10)-year term of the applicable Non-Qualified Stock Option or Stock Appreciation

Right.

6.6Method of Exercise. Subject to any applicable waiting period or exercisability

provisions under Section 6.5, to the extent vested, Stock Options and Stock Appreciation Rights

may be exercised in whole or in part at any time during the term of the applicable Stock Option

or Stock Appreciation Right, by giving written notice of exercise (which may be electronic) to

the Company specifying the number of Stock Options or Stock Appreciation Rights, as

applicable, being exercised. Such notice shall be accompanied by payment in full of the exercise

price (which shall equal the product of such number of Shares to be purchased multiplied by the

applicable exercise price). The exercise price for the Stock Options may be paid upon such terms

and conditions as shall be established by the Committee and set forth in the applicable Award

Agreement. Without limiting the foregoing, the Committee may establish payment terms for the

exercise of Stock Options pursuant to which the Company may withhold a number of Shares that

otherwise would be issued to the Participant in connection with the exercise of the Stock Option

having a Fair Market Value on the date of exercise equal to the exercise price, or that permit the

Participant to deliver cash or Shares with a Fair Market Value equal to the exercise price on the

date of payment, or through a simultaneous sale through a broker of Shares acquired on exercise,

all as permitted by Applicable Law. No Shares shall be issued until payment therefor, as

provided herein, has been made or provided for. Upon the exercise of a Stock Appreciation Right

a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an

amount in cash and/or Shares (as chosen by the Committee in its sole discretion) equal in value

to the excess of the Fair Market Value of one (1) Share on the date that the right is exercised over

the Fair Market Value of one (1) Share on the date that the right was awarded to the Participant.

6.7Non-Transferability. No Stock Option or Stock Appreciation Right shall be

transferable by the Participant other than by will or by the laws of descent and distribution, and

all Stock Options and Stock Appreciation Rights shall be exercisable, during the Participant’s

lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine,

in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is

otherwise not transferable pursuant to this Section 6.7 is transferable to a Family Member of the

Participant in whole or in part and in such circumstances, and under such conditions, as specified

by the Committee. A Non-Qualified Stock Option that is transferred to a Family Member

pursuant to the preceding sentence (a) may not be subsequently transferred other than by will or

by the laws of descent and distribution and (b) remains subject to the terms of this Plan and the

applicable Award Agreement. Any Shares acquired upon the exercise of a Non-Qualified Stock

Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee

pursuant to a transfer after the exercise of the Non-Qualified Stock Option shall be subject to the

terms of this Plan and the applicable Award Agreement.

6.8Termination. Unless otherwise determined by the Committee at grant or, if no

rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award

Agreement and this Plan, upon a Participant’s Termination of Service for any reason, Stock

Options and Stock Appreciation Rights may remain exercisable following a Participant’s

Termination of Service as follows:

(a)Termination by Death or Disability. Unless otherwise provided in the

applicable Award Agreement, or otherwise determined by the Committee at the time of grant or,

if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is

by reason of death or Disability, all Stock Options and Stock Appreciation Rights that are held

by such Participant that are vested and exercisable at the time of the Participant’s Termination of

Service may be exercised by the Participant (or in the case of the Participant’s death, by the legal

representative of the Participant’s estate) at any time within a period of one (1) year from the

date of such Termination of Service, but in no event beyond the expiration of the stated term of

such Stock Options and Stock Appreciation Rights; provided, however, that, in the event of a

Participant’s Termination of Service by reason of Disability, if the Participant dies within such

exercise period, all unexercised Stock Options and Stock Appreciation Rights held by such

Participant shall thereafter be exercisable, to the extent to which they were exercisable at the

time of death, for a period of one (1) year from the date of such death, but in no event beyond the

expiration of the stated term of such Stock Options and/or Stock Appreciation Rights.

(b)Involuntary Termination Without Cause. Unless otherwise provided in the

applicable Award Agreement or otherwise determined by the Committee at the time of grant or,

if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is

by involuntary termination by the Company without Cause, all Stock Options and Stock

Appreciation Rights that are held by such Participant that are vested and exercisable at the time

of the Participant’s Termination of Service may be exercised by the Participant at any time

within a period of ninety (90) days from the date of such Termination of Service, but in no event

beyond the expiration of the stated term of such Stock Options or Stock Appreciation Rights.

(c)Voluntary Resignation. Unless otherwise provided in the applicable

Award Agreement or otherwise determined by the Committee at the time of grant or, if no rights

of the Participant are reduced, thereafter, if a Participant’s Termination of Service is voluntary

(other than a voluntary termination described in Section 6.8(d) hereof), all Stock Options and

Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the

time of the Participant’s Termination of Service may be exercised by the Participant at any time

within a period of thirty (30) days from the date of such Termination of Service, but in no event

beyond the expiration of the stated term of such Stock Options or Stock Appreciation Rights.

(d)Termination for Cause. Unless otherwise provided in the applicable

Award Agreement or otherwise determined by the Committee at the time of grant or, if no rights

of the Participant are reduced, thereafter, if a Participant’s Termination of Service (i) is for Cause

or (ii) is a voluntary Termination of Service (as provided in Section 6.8(c)) after the occurrence

of an event that would be grounds for a Termination of Service for Cause, all Stock Options and

Stock Appreciation Rights, whether vested or not vested, that are held by such Participant shall

thereupon immediately terminate and expire as of the date of such Termination of Service.

(e)Unvested Stock Options and Stock Appreciation Rights. Unless otherwise

provided in the applicable Award Agreement or determined by the Committee at the time of

grant or, if no rights of the Participant are reduced, thereafter, Stock Options and Stock

Appreciation Rights that are not vested as of the date of a Participant’s Termination of Service

for any reason shall terminate and expire as of the date of such Termination of Service.

(f)Incentive Stock Option Limitations. To the extent that the aggregate Fair

Market Value (determined as of the time of grant) of the Shares with respect to which Incentive

Stock Options are exercisable for the first time by an Eligible Employee during any calendar year

under this Plan and/or any other stock option plan of the Company or any Subsidiary exceeds

$100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an

Eligible Employee does not remain employed by the Company or any Subsidiary at all times

from the time an Incentive Stock Option is granted until three (3) months prior to the date of

exercise thereof (or such other period as required by Applicable Law), such Stock Option shall

be treated as a Non-Qualified Stock Option. Should any provision of this Plan not be necessary

in order for the Stock Options to qualify as Incentive Stock Options, or should any additional

provisions be required, the Committee may amend this Plan accordingly, without the necessity of

obtaining the approval of the stockholders of the Company.

(g)Modification, Extension and Renewal of Stock Options. The Committee

may (i) modify, extend, or renew outstanding Stock Options granted under this Plan (provided

that the rights of a Participant are not reduced without such Participant’s consent and provided,

further that such action does not subject the Stock Options to Section 409A of the Code without

the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the

extent not theretofore exercised) and authorize the granting of new Stock Options in substitution

therefor (to the extent not theretofore exercised).

6.9Automatic Exercise. The Committee may include a provision in an Award

Agreement providing for the automatic exercise of a Non-Qualified Stock Option or Stock

Appreciation Right on a cashless basis on the last day of the term of such Option or Stock

Appreciation Right if the Participant has failed to exercise the Non-Qualified Stock Option or

Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the

Shares underlying the Non-Qualified Stock Option or Stock Appreciation Right exceeds the

exercise price of such Non-Qualified Stock Option or Stock Appreciation Right on the date of

expiration of such Option or Stock Appreciation Right, subject to Section 13.4.

6.10Dividends. No dividends or Dividend Equivalent Rights shall be granted with

respect to Stock Options or Stock Appreciation Rights.

6.11Other Terms and Conditions. As the Committee shall deem appropriate, Stock

Options and Stock Appreciation Rights may be subject to additional terms and conditions or

other provisions, which shall not be inconsistent with any of the terms of this Plan.

ARTICLE VII

RESTRICTED STOCK; RESTRICTED STOCK UNITS

7.1Awards of Restricted Stock and Restricted Stock Units. Shares of Restricted

Stock and Restricted Stock Units may be granted alone or in addition to other Awards granted

under this Plan. The Committee shall determine the Eligible Individuals to whom, and the time

or times at which, grants of Restricted Stock and/or Restricted Stock Units shall be made, the

number of shares of Restricted Stock or Restricted Stock Units to be awarded, the price (if any)

to be paid by the Participant (subject to Section 7.2), the time or times within which such Awards

may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other

terms and conditions of the Awards. The Committee shall determine and set forth in the Award

Agreement the terms and conditions for each Award of Restricted Stock and Restricted Stock

Units, subject to the conditions and limitations contained in this Plan, including any vesting or

forfeiture conditions.

The Committee may condition the grant or vesting of Restricted Stock and Restricted

Stock Units upon the attainment of specified Performance Goals or such other factor as the

Committee may determine in its sole discretion.

7.2Awards and Certificates. Restricted Stock and Restricted Stock Units granted

under this Plan shall be evidenced by an Award Agreement and subject to the following terms

and conditions and shall be in such form and contain such additional terms and conditions not

inconsistent with the terms of this Plan, as the Committee shall deem desirable:

(a)Restricted Stock.

(i)Purchase Price. The purchase price of Restricted Stock

shall be fixed by the Committee. The purchase price for shares of Restricted Stock may be

zero to the extent permitted by Applicable Law, and, to the extent not so permitted, such

purchase price may not be less than par value.

(ii)Legend. Each Participant receiving Restricted Stock shall

be issued a stock certificate in respect of such shares of Restricted Stock, unless the

Committee elects to use another system, such as book entries by the Company’s transfer

agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be

registered in the name of such Participant, and shall, in addition to such legends required by

Applicable Law, bear an appropriate legend referring to the terms, conditions, and

restrictions applicable to such Restricted Stock.

(iii)Custody. If stock certificates are issued in respect of shares

of Restricted Stock, the Committee may require that any stock certificates evidencing such

shares be held in custody by the Company until the restrictions thereon shall have lapsed, and

that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a

duly signed stock power or other instruments of assignment (including a power of attorney),

each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by

the Company, which would permit transfer to the Company of all or a portion of the shares

subject to the Award of Restricted Stock in the event that such Award is forfeited in whole or

part.

(iv)Rights as a Stockholder. Except as provided in Section

7.3(a) and this Section 7.2(a) or as otherwise determined by the Committee in an Award

Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of

the rights of a holder of Shares, including, without limitation, the right to receive dividends,

the right to vote such shares, and, subject to and conditioned upon the full vesting of shares

of Restricted Stock, the right to tender such shares; provided that the Award Agreement shall

specify on what terms and conditions the applicable Participant shall be entitled to dividends

payable on the Shares.

(v)Lapse of Restrictions. If and when the Restriction Period

expires without a prior forfeiture of the Restricted Stock, the certificates for such Shares shall

be delivered to the Participant. All legends shall be removed from said certificates at the time

of delivery to the Participant, except as otherwise required by Applicable Law or other

limitations imposed by the Committee.

(b)Restricted Stock Units.

(i)Settlement. The Committee may provide that settlement of

Restricted Stock Units will occur upon or as soon as reasonably practical after the Restricted

Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s

election, in a manner intended to comply with Section 409A of the Code.

(ii)Rights as a Stockholder. A Participant will have no rights

of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until

Shares are delivered in settlement of the Restricted Stock Units.

(iii)Dividend Equivalent Rights. If the Committee so provides,

a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend

Equivalent Rights. Dividend Equivalent Rights may be paid currently or credited to an

account for the Participant, settled in cash or Shares, and subject to the same restrictions on

transferability and forfeitability as the Restricted Stock Units with respect to which the

Dividend Equivalent Rights are granted and subject to other terms and conditions as set forth

in the Award Agreement.

7.3Restrictions and Conditions.

(a)Restriction Period.

(i)The Participant shall not be permitted to transfer shares of

Restricted Stock awarded under this Plan or vest in Restricted Stock Units during the period or

periods set by the Committee (the “Restriction Period”) commencing on the date of such Award,

as set forth in the applicable Award Agreement and such agreement shall set forth a vesting

schedule and any event that would accelerate vesting of the Restricted Stock and/or Restricted

Stock Units. Within these limits, based on service, attainment of Performance Goals pursuant to

Section 7.3(a)(ii), and/or such other factors or criteria as the Committee may determine in its sole

discretion, the Committee may condition the grant or provide for the lapse of such restrictions in

installments in whole or in part, or may accelerate the vesting of all or any part of any Award of

Restricted Stock or Restricted Stock Units and/or waive the deferral limitations for all or any part

of any Award of Restricted Stock or Restricted Stock Units.

(ii)If the grant of shares of Restricted Stock or Restricted Stock

Units or the lapse of restrictions or vesting schedule is based on the attainment of Performance

Goals, the Committee shall establish the objective Performance Goals and the applicable vesting

percentage applicable to each Participant or class of Participants in the applicable Award

Agreement prior to the beginning of the applicable fiscal year or at such later date as otherwise

determined by the Committee and while the outcome of the Performance Goals are substantially

uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting

for) changes in accounting methods, corporate transactions (including, without limitation,

dispositions and acquisitions), and other similar types of events or circumstances.

(b)Termination. Unless otherwise provided in the applicable Award

Agreement or determined by the Committee at grant or, if no rights of the Participant are

reduced, thereafter, upon a Participant’s Termination of Service for any reason during the

relevant Restriction Period, all Restricted Stock or Restricted Stock Units still subject to

restriction will be forfeited in accordance with the terms and conditions established by the

Committee at grant or thereafter.

ARTICLE VIII

PERFORMANCE AWARDS

The Committee may grant a Performance Award to a Participant payable upon the

attainment of specific Performance Goals either alone or in addition to other Awards granted

under this Plan. The Performance Goals to be achieved during the Performance Period and the

length of the Performance Period shall be determined by the Committee upon the grant of each

Performance Award. The conditions for grant or vesting and the other provisions of Performance

Awards (including, without limitation, any applicable Performance Goals) need not be the same

with respect to each Participant. Performance Awards may be paid in cash, Shares, other

property, or any combination thereof, in the sole discretion of the Committee as set forth in the

applicable Award Agreement.

ARTICLE IX

OTHER STOCK-BASED AND CASH AWARDS

9.1Other Stock-Based Awards. The Committee is authorized to grant to Eligible

Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by

reference to, or otherwise based on or related to Shares, including but not limited to, Shares

awarded purely as a bonus and not subject to restrictions or conditions, Shares in payment of the

amounts due under an incentive or performance plan sponsored or maintained by the Company,

stock equivalent units, and Awards valued by reference to the book value of Shares. Other Stock-

Based Awards may be granted either alone or in addition to or in tandem with other Awards

granted under this Plan.

Subject to the provisions of this Plan, the Committee shall have authority to determine the

Eligible Individuals, to whom, and the time or times at which, such Other Stock-Based Awards

shall be made, the number of Shares to be awarded pursuant to such Awards, and all other

conditions of the Awards. The Committee may also provide for the grant of Shares under such

Awards upon the completion of a specified Performance Period. The Committee may condition

the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance

Goals as the Committee may determine, in its sole discretion.

9.2Terms and Conditions. Other Stock-Based Awards made pursuant to this Article

IX shall be evidenced by an Award Agreement and subject to the following terms and conditions

and shall be in such form and contain such additional terms and conditions not inconsistent with

the terms of this Plan, as the Committee shall deem desirable:

(a)Non-Transferability. Subject to the applicable provisions of the Award

Agreement and this Plan, Shares subject to Other Stock-Based Awards may not be transferred

prior to the date on which the Shares are issued or, if later, the date on which any applicable

restriction, performance, or deferral period lapses.

(b)Dividends. Unless otherwise determined by the Committee at the time of

the grant of an Other Stock-Based Award, subject to the provisions of the Award Agreement and

this Plan, the recipient of an Other Stock-Based Award shall not be entitled to receive, currently

or on a deferred basis, dividends or Dividend Equivalent Rights in respect of the number of

Shares covered by the Other Stock-Based Award.

(c)Vesting. Any Other Stock-Based Award and any Shares covered by any

such Other Stock-Based Award shall vest or be forfeited to the extent so provided in the Award

Agreement, as determined by the Committee, in its sole discretion.

(d)Price. Shares under this Article IX may be issued for no cash

consideration. Shares purchased pursuant to a purchase right awarded pursuant to an Other

Stock-Based Award shall be priced, as determined by the Committee in its sole discretion.

9.3Cash Awards. The Committee may from time to time grant Cash Awards to

Eligible Individuals in such amounts, on such terms and conditions, and for such consideration,

including no consideration or such minimum consideration as may be required by Applicable

Law, as it shall determine in its sole discretion. Cash Awards may be granted subject to the

satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to

restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the

vesting of such Awards at any time in its sole discretion. The grant of a Cash Award shall not

require a segregation of any of the Company’s assets for satisfaction of the Company’s payment

obligation thereunder.

ARTICLE X

CHANGE IN CONTROL PROVISIONS

10.1Benefits. In the event of a Change in Control of the Company, and except as

otherwise provided by the Committee in an Award Agreement or any applicable employment

agreement, offer letter, consulting agreement, change in control agreement, or similar agreement

in effect between the Company or an Affiliate and the Participant, a Participant’s unvested

Awards shall not vest automatically and a Participant’s Awards shall be treated in accordance

with one or more of the following methods as determined by the Committee:

(a)Awards, whether or not then vested, shall be continued, be assumed, or

have new rights substituted therefor, as determined by the Committee in a manner consistent

with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted

Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon

a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole

discretion of the Committee, receive the same distribution as other Shares on such terms as

determined by the Committee; provided that the Committee may decide to award additional

Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to

the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock

Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any

amendment thereto).

(b)The Committee, in its sole discretion, may provide for the purchase of any

Awards by the Company for an amount of cash equal to the excess (if any) of the Change in

Control Price of the Shares covered by such Awards, over the aggregate exercise price of such

Awards; provided, however, that if the exercise price of an Option or Stock Appreciation Right

exceeds the Change in Control Price, such Award may be cancelled for no consideration.

(c)The Committee may, in its sole discretion, terminate all outstanding and

unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that

provides for a Participant-elected exercise, effective as of the date of the Change in Control, by

delivering notice of termination to each Participant at least twenty (20) days prior to the date of

consummation of the Change in Control, in which case during the period from the date on which

such notice of termination is delivered to the consummation of the Change in Control, each such

Participant shall have the right to exercise in full all of such Participant’s Awards that are then

outstanding (without regard to any limitations on exercisability otherwise contained in the Award

Agreements), but any such exercise shall be contingent on the occurrence of the Change in

Control, provided that, if the Change in Control does not take place within a specified period

after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall

be null and void.

(d)Notwithstanding any other provision herein to the contrary, the Committee

may, in its sole discretion, provide for accelerated vesting or lapse of restrictions of an Award at

any time.

ARTICLE XI

TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of this Plan, the Board or the Committee may at any

time, and from time to time, amend, in whole or in part, any or all of the provisions of this Plan

(including any amendment deemed necessary to ensure that the Company may comply with any

Applicable Law), or suspend or terminate it entirely, retroactively or otherwise; provided,

however, that, unless otherwise required by Applicable Law or specifically provided herein, the

rights of a Participant with respect to Awards granted prior to such amendment, suspension, or

termination may not be materially impaired without the consent of such Participant and,

provided, further, that without the approval of the holders of the Shares entitled to vote in

accordance with Applicable Law, no amendment may be made that would (a) increase the

aggregate number of Shares that may be issued under this Plan (except by operation of Section

4.1); or (b) change the classification of individuals eligible to receive Awards under this Plan. In

addition, the Board or the Committee shall, without the approval of the holders of the Shares

entitled to vote in accordance with Applicable Law, have the authority to (i) amend any

outstanding Option or Stock Appreciation Right to reduce its exercise price per Share or (ii)

cancel any Option or Stock Appreciation Right in exchange for cash or another Award.

Notwithstanding anything herein to the contrary, the Board or the Committee may amend this

Plan or any Award Agreement at any time without a Participant’s consent to comply with

Applicable Law, including Section 409A of the Code. The Committee may amend the terms of

any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as

otherwise specifically provided herein, no such amendment or other action by the Committee

shall materially impair the rights of any Participant without the Participant’s consent.

ARTICLE XII

UNFUNDED STATUS OF PLAN

This Plan is intended to constitute an “unfunded” plan for incentive and deferred

compensation. With respect to any payment as to which a Participant has a fixed and vested

interest but which is not yet made to a Participant by the Company, nothing contained herein

shall give any such Participant any right that is greater than those of a general unsecured creditor

of the Company.

ARTICLE XIII

GENERAL PROVISIONS

13.1Lock-Up; Legend. The Committee may require each person receiving Shares

pursuant to a Stock Option or other Award under this Plan to represent to and agree with the

Company in writing that the Participant is acquiring the Shares without a view to distribution

thereof. The Company may, in connection with registering the offering of any Company

securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or

otherwise transferring any Shares or other Company securities during any period determined by

the underwriter or the Company. In addition to any legend required by this Plan, the certificates

for such Shares may include any legend that the Committee deems appropriate to reflect any

restrictions on transfer. All certificates for Shares delivered under this Plan shall be subject to

such stop transfer orders and other restrictions as the Committee may deem advisable under the

rules, regulations, and other requirements of the Securities and Exchange Commission, any stock

exchange upon which the Common Stock is then listed or any national securities exchange

system upon whose system the Common Stock is then quoted, and any Applicable Law, and the

Committee may cause a legend or legends to be put on any such certificates to make appropriate

reference to such restrictions. If the Shares are held in book-entry form, then the book-entry will

indicate any restrictions on such Shares.

13.2Other Plans. Nothing contained in this Plan shall prevent the Board from

adopting other or additional compensation arrangements, subject to stockholder approval if such

approval is required, and such arrangements may be either generally applicable or applicable

only in specific cases.

13.3No Right to Employment/Directorship/Consultancy. Neither this Plan nor the

grant of any Award hereunder shall give any Participant or other employee, Consultant or Non-

Employee Director any right with respect to continuance of employment, consultancy or

directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the

right of the Company or any Affiliate by which an employee is employed or a Consultant or

Non-Employee Director is retained to terminate such employment, consultancy, or directorship

at any time.

13.4Withholding of Taxes. A Participant shall be required to pay to the Company or

one of its Affiliates, as applicable, or make arrangements satisfactory to the Company regarding

the payment of, any income tax, social insurance contribution or other applicable taxes that are

required to be withheld in respect of an Award. The Committee may (but is not obligated to), in

its sole discretion, permit or require a Participant to satisfy all or any portion of the applicable

taxes that are required to be withheld with respect to an Award by (a) the delivery of Shares

(which are not subject to any pledge or other security interest) that have been both held by the

Participant and vested for at least six (6) months (or such other period as established from time to

time by the Committee in order to avoid adverse accounting treatment under applicable

accounting standards) having an aggregate Fair Market Value equal to such withholding liability

(or portion thereof); (b) having the Company withhold from the Shares otherwise issuable or

deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise,

vesting, or settlement of the Award, as applicable, a number of Shares with an aggregate Fair

Market Value equal to the amount of such withholding liability; or (c) by any other means

specified in the applicable Award Agreement or otherwise determined by the Committee.

13.5Fractional Shares. No fractional Shares shall be issued or delivered pursuant to

this Plan. The Committee shall determine whether cash, additional Awards, or other securities or

property shall be used or paid in lieu of fractional Shares or whether any fractional shares should

be rounded, forfeited, or otherwise eliminated.

13.6No Assignment of Benefits. No Award or other benefit payable under this Plan

shall, except as otherwise specifically provided in this Plan or under Applicable Law or

permitted by the Committee, be transferable in any manner, and any attempt to transfer any such

benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the

debts, contracts, liabilities, engagements, or torts of any person who shall be entitled to such

benefit, nor shall it be subject to attachment or legal process for or against such person.

13.7Clawbacks; Detrimental Conduct.

(a)Clawbacks. All awards, amounts, or benefits received or outstanding

under this Plan will be subject to clawback, cancellation, recoupment, rescission, payback,

reduction, or other similar action in accordance with any Company clawback or similar policy or

any Applicable Law related to such actions. A Participant’s acceptance of an Award will

constitute the Participant’s acknowledgement of and consent to the Company’s application,

implementation, and enforcement of any applicable Company clawback or similar policy that

may apply to the Participant, whether adopted before or after the Effective Date, and any

Applicable Law relating to clawback, cancellation, recoupment, rescission, payback, or reduction

of compensation, and the Participant’s agreement that the Company may take any actions that

may be necessary to effectuate any such policy or Applicable Law, without further consideration

or action.

(b)Detrimental Conduct. Except as otherwise determined by the Committee,

notwithstanding any other term or condition of this Plan, if a Participant engages in Detrimental

Conduct, whether during or after the Participant’s service, in addition to any other penalties or

restrictions that may apply under this Plan, Applicable Law or otherwise, the Participant must

forfeit or pay to the Company the following:

(i)any and all outstanding Awards granted to the Participant,

including Awards that have become vested or exercisable;

(ii)any cash or Shares received by the Participant in

connection with this Plan within the 36-month period immediately before the date the

Company determines the Participant has engaged in Detrimental Conduct; and

(iii)the profit realized by the Participant from the sale, or other

disposition for consideration, of any Shares received by the Participant under this Plan within

the 36-month period immediately before the date the Company determines the Participant has

engaged in Detrimental Conduct.

13.8Listing and Other Conditions.

(a)Unless otherwise determined by the Committee, as long as the Common

Stock is listed on a national securities exchange or system sponsored by a national securities

association, the issuance of Shares pursuant to an Award shall be conditioned upon such Shares

being listed on such exchange or system. The Company shall have no obligation to issue such

Shares unless and until such Shares are so listed, and the right to exercise any Option or other

Award with respect to such Shares shall be suspended until such listing has been effected.

(b)If at any time counsel to the Company advises the Company that any sale

or delivery of Shares pursuant to an Award is or may in the circumstances be unlawful or result

in the imposition of excise taxes on the Company under Applicable Law, the Company shall

have no obligation to make such sale or delivery, or to make any application or to effect or to

maintain any qualification or registration under the Securities Act or otherwise, with respect to

Shares or Awards, and the right to exercise any Option or other Award shall be suspended until,

based on the advice of said counsel, such sale or delivery shall be lawful or will not result in the

imposition of excise taxes on the Company.

(c)Upon termination of any period of suspension under this Section 13.8, any

Award affected by such suspension which shall not then have expired or terminated shall be

reinstated as to all Shares available before such suspension and as to Shares which would

otherwise have become available during the period of such suspension, but no such suspension

shall extend the term of any Award.

(d)A Participant shall be required to supply the Company with certificates,

representations, and information that the Company requests and otherwise cooperate with the

Company in obtaining any listing, registration, qualification, exemption, consent, or approval

that the Company deems necessary or appropriate.

13.9Governing Law. This Plan and actions taken in connection herewith shall be

governed and construed in accordance with the laws of the State of Delaware, without reference

to principles of conflict of laws.

13.10Construction. Wherever any words are used in this Plan in the masculine gender

they shall be construed as though they were also used in the feminine gender in all cases where

they would so apply, and wherever words are used herein in the singular form they shall be

construed as though they were also used in the plural form in all cases where they would so

apply.

13.11Other Benefits. No Award granted or paid out under this Plan shall be deemed

compensation for purposes of computing benefits under any retirement plan of the Company or

its Affiliates or affect any benefit or compensation under any other plan now or subsequently in

effect under which the availability or amount of benefits is related to the level of compensation.

13.12Costs. The Company shall bear all expenses associated with administering this

Plan, including expenses of issuing Shares pursuant to Awards hereunder.

13.13No Right to Same Benefits. The provisions of Awards need not be the same with

respect to each Participant, and such Awards to individual Participants need not be the same in

subsequent years.

13.14Death/Disability. The Committee may in its discretion require the transferee of a

Participant to supply it with written notice of the Participant’s death or Disability and to supply it

with a copy of the will (in the case of the Participant’s death) or such other evidence as the

Committee deems necessary to establish the validity of the transfer of an Award. The Committee

may also require the agreement of the transferee to be bound by all of the terms and conditions of

this Plan.

13.15Section 16(b) of the Exchange Act. It is the intent of the Company that this Plan

satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as

promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the

benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and

will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if

the operation of any provision of this Plan would conflict with the intent expressed in this

Section 13.15, such provision to the extent possible shall be interpreted and/or deemed amended

so as to avoid such conflict.

13.16Deferral of Awards. The Committee may establish one or more programs under

this Plan to permit selected Participants the opportunity to elect to defer receipt of consideration

upon exercise of an Award, satisfaction of performance criteria, or other event that absent the

election would entitle the Participant to payment or receipt of Shares or other consideration

under an Award. The Committee may establish the election procedures, the timing of such

elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on

amounts, Shares or other consideration so deferred, and such other terms, conditions, rules, and

procedures that the Committee deems advisable for the administration of any such deferral

program.

13.17Section 409A of the Code. This Plan and Awards are intended to comply with or

be exempt from the applicable requirements of Section 409A of the Code and shall be limited,

construed, and interpreted in accordance with such intent. To the extent that any Award is subject

to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of

the Code. Notwithstanding anything herein to the contrary, any provision in this Plan that is

inconsistent with Section 409A of the Code shall be deemed to be amended to comply with or be

exempt from Section 409A of the Code and, to the extent such provision cannot be amended to

comply therewith or be exempt therefrom, such provision shall be null and void. The Company

shall have no liability to a Participant, or any other party, if an Award that is intended to be

exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for

any action taken by the Committee or the Company and, in the event that any amount or benefit

under this Plan becomes subject to penalties under Section 409A of the Code, responsibility for

payment of such penalties shall rest solely with the affected Participants and not with the

Company. Notwithstanding any contrary provision in this Plan or Award Agreement, any

payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the

Code) that are otherwise required to be made under this Plan to a “specified employee” (as

defined under Section 409A of the Code) as a result of such employee’s separation from service

(other than a payment that is not subject to Section 409A of the Code) shall be delayed for the

first six (6) months following such separation from service (or, if earlier, until the date of death

of the specified employee) and shall instead be paid (in a manner set forth in the Award

Agreement) upon expiration of such delay period.

13.18Data Privacy. As a condition of receipt of any Award, each Participant explicitly

and unambiguously consents to the collection, use, and transfer, in electronic or other form, of

personal data as described in this Section 13.18 by and among, as applicable, the Company and

its Affiliates, for the exclusive purpose of implementing, administering, and managing this Plan

and Awards and the Participant’s participation in this Plan. In furtherance of such

implementation, administration, and management, the Company and its Affiliates may hold

certain personal information about a Participant, including, but not limited to, the Participant’s

name, home address, telephone number, date of birth, social security or insurance number or

other identification number, salary, nationality, job title(s), information regarding any securities

of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to

transferring the Data amongst themselves as necessary for the purpose of implementation,

administration, and management of this Plan and Awards and the Participant’s participation in

this Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting

the Company in the implementation, administration, and management of this Plan and Awards

and the Participant’s participation in this Plan. Recipients of the Data may be located in the

Participant’s country or elsewhere, and the Participant’s country and any given recipient’s

country may have different data privacy laws and protections. By accepting an Award, each

Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in

electronic or other form, for the purposes of assisting the Company in the implementation,

administration, and management of this Plan and Awards and the Participant’s participation in

this Plan, including any requisite transfer of such Data as may be required to a broker or other

third party with whom the Company or the Participant may elect to deposit any shares of

Common Stock. The Data related to a Participant will be held only as long as is necessary to

implement, administer, and manage this Plan and Awards and the Participant’s participation in

this Plan. A Participant may, at any time, view the Data held by the Company with respect to

such Participant, request additional information about the storage and processing of the Data

with respect to such Participant, recommend any necessary corrections to the Data with respect

to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost,

by contacting his or her local human resources representative. The Company may cancel the

Participant’s eligibility to participate in this Plan, and in the Committee’s discretion, the

Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the

consents described herein. For more information on the consequences of refusal to consent or

withdrawal of consent, Participants may contact their local human resources representative.

13.19Successor and Assigns. This Plan shall be binding on all successors and

permitted assigns of a Participant, including, without limitation, the estate of such Participant and

the executor, administrator, or trustee of such estate.

13.20Severability of Provisions. If any provision of this Plan shall be held invalid or

unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof,

and this Plan shall be construed and enforced as if such provisions had not been included.

13.21Headings and Captions. The headings and captions herein are provided for

reference and convenience only, shall not be considered part of this Plan, and shall not be

employed in the construction of this Plan.

ARTICLE XIV

EFFECTIVE DATE OF PLAN

This Plan shall become effective on September 29, 2026 which is the date of its adoption

by the Board, subject to the approval of this Plan by the stockholders of the Company in

accordance with the requirements of the laws of the State of Delaware.

ARTICLE XV

TERM OF PLAN

No Award shall be granted pursuant to this Plan on or after the tenth (10th) anniversary of

the earlier of the date that this Plan is adopted by the Board or the date of stockholder approval,

but Awards granted prior to such tenth (10th) anniversary may extend beyond that date.

*****


Delaware	001-43490	42-3222150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ACCV	The Nasdaq Stock Market LLC


9555 N. Springboro Pike, Suite 400 Miamisburg, Ohio	45342
(Address of principal executive offices)	(Zip Code)


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Exhibit No.		Description
1.1		Underwriting Agreement, dated as of September 29, 2026, by and among Accelevation Holdings Corp., Accelevation LLC, the selling stockholders named in Schedule I thereto and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto.
3.1		Amended and Restated Certificate of Incorporation of Accelevation Holdings Corp.
3.2		Amended and Restated Bylaws of Accelevation Holdings Corp.
4.1		Registration Rights Agreement, dated September 29, 2026, by and among Accelevation Holdings Corp., Accelevation Pubco Holdings LP and Accelevation Investment Holdings LLC.
10.1		Director Nomination Agreement, dated as of September 29, 2026, by and among Accelevation Holdings Corp., Accelevation Pubco Holdings LP, Accelevation Investment Holdings LLC, Michael Rubiera and the other parties signatory thereto.
10.2		Limited Liability Company Agreement of Accelevation Holdings LLC, dated as of September 30, 2026, by and among Accelevation Holdings Corp. and the other parties signatory thereto.
10.3		Tax Receivable Agreement, dated as of September 30, 2026, by and among Accelevation Holdings Corp., Accelevation Holdings LLC, Instor Blocker, Inc. and Accelevation Investment Holdings LLC.
10.4		Exchange Agreement, dated as of September 30, 2026, by and among Accelevation Holdings Corp., Accelevation Holdings LLC, Instor Blocker, Inc. and Accelevation Investment Holdings LLC.
10.5		Form of Indemnification Agreement between Accelevation Holdings Corp. and each of its directors and executive officers (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the Commission on September 11, 2026).
10.6		Accelevation Holdings Corp. 2026 Omnibus Incentive Plan.


	ACCELEVATION HOLDINGS CORP.

Date: October 1, 2026
	By:	/s/ Michael Rubiera
	Name:	Michael Rubiera
	Title:	Chief Executive Officer