Exhibit 10.7

EMPLOYMENT AGREEMENT

Accelevation LLC, a Delaware limited liability company (“Employer”), and Kenneth Krause, a

natural person (“Executive”) hereby enter into this “Employment Agreement”, on May 26, 2026,

and agree as follows:

Employer and Executive desire to enter into this Agreement in respect of the employment of

Executive by Employer on the terms set forth herein, including the covenants and other

obligations of Executive set forth in Sections 5 and 6.

1.Employment. Employer hereby employs Executive, and Executive hereby accepts

such employment with Employer, on the terms set forth in this Agreement for the period

beginning on June 15, 2026 (or such other date as mutually agreed by the parties hereto) (the

“Start Date”) and ending on the Termination Date pursuant to Section 4 (“Employment Period”).

2.Position and Duties.

(a)During the Employment Period, Executive shall serve as the Chief

Financial Officer of the Company Group. Executive shall have the normal duties, responsibilities

and authority implied by such position, subject to the customary oversight and power of the

Chief Executive Officer and the Board, including to expand or limit such duties, responsibilities

and authority.

(b)Executive shall devote Executive’s best efforts and full business time and

attention to the business and affairs of the Company Group, shall perform Executive’s duties,

responsibilities and functions to the Company Group to the best of Executive’s abilities and in a

diligent, trustworthy, professional and efficient manner and shall comply with the Company

Group’s policies and procedures. So long as Executive is employed by the Company Group,

Executive shall not, without the prior written consent of the Board, perform any services for any

Person (other than the Company Group).

3.Compensation and Benefits.

(a)Salary. During the Employment Period, Employer will pay Executive a

base salary (the “Annual Base Salary”) at the rate of $750,000 per annum; provided, that, upon

completion of an IPO, the Annual Base Salary shall automatically increase to a rate of

$1,000,000 per annum thereafter. The Annual Base Salary shall be payable by Employer in

regular installments in accordance with Employer’s general payroll practices in effect from time

to time. The Annual Base Salary shall be reviewed and may be adjusted by the Board in its sole

discretion from time to time.

(b)Performance Bonus. Executive shall be eligible during the Employment

Period to earn an annual targeted bonus of up to $750,000 (the “Target Performance Bonus”)

based on the Company Group’s performance and Executive’s performance against personal

objectives for the applicable year (to be established in writing in the first 90 days of each

calendar year), in each case, as determined by the Board after consultation with Executive (the

“Performance Bonus”); provided, that, following completion of an IPO, the Target Performance

Bonus shall automatically increase to $1,000,000 thereafter; provided, that, for clarity, the Target

Performance Bonus for the calendar year in which the IPO is completed shall reflect a proration

for the periods during such calendar year before and after such increase occurred based on the

Target Performance Bonus in effect during such periods. For example, if the IPO occurs on July

1, 2027, Executive’s Target Performance Bonus for the 2027 calendar year shall be up to

$875,000 (i.e., 50% of $750,000 plus 50% of $1,000,000). In addition and notwithstanding the

foregoing, Executive’s Performance Bonus for the 2026 calendar year shall be a full year bonus

equal to 100% of the Target Performance Bonus. Any Performance Bonus payable to Executive

pursuant to this Agreement (x) shall be paid to Executive at the same time as annual bonuses are

generally payable to other senior executives of the Company Group and (y) subject to

Section 4(b), shall be payable to Executive only if Executive has been continuously employed by

the Company Group through the date of such payment; provided however, that no continued

employment condition shall apply to any Performance Bonus earned for a completed calendar

year except if Executive’s employment is terminated by Employer for Cause.

(c)Sign-On Bonus. Promptly (and in any event within 30 days) following the

Start Date, Employer will pay Executive a one-time cash sign-on bonus of $500,000 (the “Sign-

On Bonus”); provided, that if Executive does not relocate Executive’s primary residence to the

Cincinnati, Ohio metropolitan area and Executive’s employment hereunder is terminated by

Employer for Cause or by Executive without Good Reason, in each case, within three (3) months

following the Start Date, Executive shall promptly repay the full amount of the Sign-On Bonus

to Employer.

(d)IPO Awards. Upon completion of an IPO during the Employment Period,

Executive will be eligible to receive an IPO award with an aggregate grant date value of

$25,000,000 on or within 30 days following completion of the IPO, of which (i) $10,000,000

will be paid to Executive in the form of either cash or fully vested shares of common stock of the

IPO Entity (the “IPO Stock Award”), as elected by Executive by delivery of written notice no

later than 30 days prior to the expected completion date of the IPO and (ii) the remaining

$15,000,000 will be granted to Executive in the form of restricted stock units in the IPO Entity

(the “IPO RSU Award”). The IPO RSU Award will vest during the Employment Period at the

faster vesting rate between the following two vesting schedules at any point in time: (A) 12.5%

of the IPO RSU Award on the last day of each of the first 8 full calendar quarters that follow the

completion of the IPO (the “Time-Vesting Schedule”) and (B) a percentage of the IPO RSU

Award (the “Sell-Down Vesting Percentage”) upon each time after the IPO that Investor (as

defined in the LLC Agreement) sells down equity securities in the Company Group then held by

Investor (each such event, an “Investor Sell-Down Event”), with the Sell-Down Vesting

Percentage upon an Investor Sell-Down Event being equal to the percentage, of equity securities

of the Company Group held by Investor as of immediately after the completion of the IPO, that

are sold in the Investor Sell-Down Event (the “Sell-Down Vesting Schedule”).

By way of example, if at the IPO, Investor sells 20% of the equity securities of the Company

Group it then holds, and then subsequently sells 25% of the Investor’s remaining equity

securities of the Company Group during the first calendar quarter after the IPO, the latter sale

will constitute an Investor Sell-Down Event with the resulting the Sell-Down Vesting Percentage

of the IPO RSU Award upon such Investor Sell-Down Event being 25%. At the end of such

calendar quarter and the following quarter, unless additional Investor Sell-Down Events occur

during such period, no additional portion of the IPO RSU Award will vest (even though a total

25% of the IPO RSU Award would otherwise vest based on the Time-Vesting Schedule),

because 25% of the IPO RSU Award was already vested earlier based the Sell-Down Vesting

Schedule as a result of the first Investor Sell-Down Event. Subsequently, if, at the end of the next

calendar quarter (i.e., the third full calendar after the IPO), no additional Investor Sell-Down

Events have occurred, 12.5% of the IPO RSU Award will vest based on the Time-Vesting

Schedule, i.e., a total of 37.5% of the IPO RSU Award would be vested at such time under this

example.

Notwithstanding the foregoing, any then outstanding and unvested portion of the IPO

RSU Award will fully vest upon the consummation of a change of control (or equivalent term to

be defined in the Equity Incentive Plan (as defined below)) of the IPO Entity (including via a

sale to a strategic buyer or private equity firm) that occurs during the Employment Period or,

subject to the Severance Requirements, within six (6) months following a termination of

Executive’s employment by Employer without Cause or by Executive for Good Reason. Any

IPO Stock Award and the IPO RSU Award will each be granted pursuant to, and subject entirely

to the terms and conditions (including vesting and lock-up terms, as applicable) of, an equity

incentive plan to be adopted by the IPO Entity in connection with the IPO (the “Equity Incentive

Plan”) and the applicable award agreement thereunder approved by the governing board (or

committee thereof) of the IPO Entity, each to be separately provided to Executive.

(e)Post-IPO Annual Equity Awards. On the first day of the first full calendar

quarter that follows the completion of an IPO and each calendar year thereafter, and in each case,

during the Employment Period, Executive will be eligible to receive an equity or equity-based

award with an aggregate target grant date value of $5,000,000 (each, an

“Annual Equity Award”). Each Annual Equity Award will vest as to 50% thereof on each of the

first two anniversaries of the applicable date of grant during the Employment Period; provided,

that, any then outstanding and unvested portion of an Annual Equity Award will fully vest upon

the consummation of a change of control (or equivalent term to be defined in the Equity

Incentive Plan) of the IPO Entity (including via a sale to a strategic buyer or private equity firm)

that occurs during the Employment Period or, subject to the Severance Requirements, within six

(6) months following a termination of Executive’s employment by Employer without Cause or

by Executive for Good Reason. Each Annual Equity Award will each be granted pursuant to, and

subject entirely to the terms and conditions of, the Equity Incentive Plan and the applicable

award agreement thereunder approved by the governing board (or committee thereof) of the IPO

Entity, each to be separately provided to Executive.

(f)Sale Transaction Bonus. Notwithstanding anything to the contrary, in the

event that a Sale Transaction (as defined in the LLC Agreement) is consummated during the

Employment Period and prior to an IPO, then (i) Employer will pay Executive a one-time cash

sale transaction bonus of $25,000,000 within 30 days following the consummation of such Sale

Transaction and (ii) Sections 3(d) and 3(e) above will not apply such that Executive will not be

eligible to receive the awards contemplated therein.

(g)Other Benefits. Executive will be entitled to participate in the benefit plans

and programs made generally available to employees of Employer, including health and 401(k),

subject in each case to applicable eligibility requirements. During the Employment Period,

Executive will be entitled to paid vacation consistent with Employer’s past practice, which may

be taken at such times as are reasonable, taking into account the best interests of the Company

Group. Employer shall reimburse Executive for all reasonable costs and out-of-pocket expenses

incurred by Executive in connection with the performance of Executive’s duties under this

Agreement in accordance with the Company Group’s standard policies (including expense

verification policies) regarding the reimbursement of business expenses as in effect from time to

time. Nothing in this Agreement will preclude the Company Group from amending or

terminating any of the plans or programs applicable to employees of the Company Group.

4.Termination.

(a)Termination of Employment Period. The Employment Period shall

terminate on the earliest of (i) 30 days after Executive provides written notice to Employer of

Executive’s resignation without Good Reason (provided that Employer may accelerate the

effective date of such termination upon written notice to Executive without re-characterizing

such termination from a resignation by Executive without Good Reason), (ii) upon written notice

by Executive to Employer of Executive’s resignation for Good Reason (subject to the notice,

cure opportunity and other procedural requirements thereof), (iii) Executive’s Disability or death

and (iv) upon written notice by Employer to Executive of the termination of Executive’s

employment by Employer for any reason (the date the Employment Period terminates for any

reason, “Termination Date”).

(b)Severance. If, following the date hereof, Executive’s employment is

terminated by Employer without Cause (and not due to Executive’s Disability or death) or by

Executive for Good Reason, then Employer shall pay to Executive, as special severance, (i)

Executive’s Annual Base Salary during the Severance Period, payable in equal installments on

Employer’s regular salary payment dates in conformity with Employer’s general payroll

practices, (ii) a pro-rata portion of Executive’s Performance Bonus for the calendar year in which

the Termination Date occurs based on actual achievement of the applicable bonus objectives and/

or conditions as determined by the Board or a committee thereof for such calendar year

(determined by multiplying the amount of the Performance Bonus that would be payable for the

full calendar year by a fraction, the numerator of which shall be equal to the number of days

during the calendar year of termination that Executive is employed by Employer hereunder and

the denominator of which is 365 days), payable in accordance with Section 3(b), and (iii) if

Executive timely elects and remains eligible for COBRA continuation coverage, reimbursement

of the employer portion of premiums for Executive and his eligible dependents for twelve (12)

months following the Termination Date or, if earlier, until Executive obtains other employment

that offers group health benefits. Notwithstanding anything to the contrary herein, (x) Executive

shall not be entitled to receive any payments pursuant to this Section 4(b) (and Executive shall

forfeit all rights to such payments) unless Executive has executed and delivered to Employer a

general release in favor of the Company Group substantially in the form attached hereto as

Exhibit A (the “General Release”) and such General Release remains in full force and effect, has

not been revoked and is no longer subject to revocation, within 60 calendar days after the

Termination Date, and

(c)Executive shall be entitled to receive (and retain) such payments pursuant

to this Section 4(b) only so long as Executive has not failed to comply with the General Release

or Section 5 or Section 6 hereof, in each case as determined by the Board (clauses (x) and (y),

collectively, the “Severance Requirements”).

(d)Code Section 409A. Any amounts payable pursuant to Section 4(b) shall

not be paid until the first scheduled payment date following the date the General Release is

executed and no longer subject to revocation, with the first such payment being in an amount

equal to the total amount to which Executive would otherwise have been entitled during the

period following the Termination Date if such deferral had not been required; provided, that any

such amounts that constitute nonqualified deferred compensation within the meaning of Internal

Revenue Code Section 409A and the regulations and guidance promulgated thereunder

(“Code Section 409A”) shall not be paid until the first regularly scheduled payroll date after the

60th day following such Termination Date to the extent necessary to avoid adverse tax

consequences under Code Section 409A, and, if such payments are required to be so deferred,

then the first payment shall be in an amount equal to the total amount to which Executive would

otherwise have been entitled during the period following the Termination Date if such deferral

had not been required.

(e)Earned Benefits. If the Employment Period is terminated for any reason at

any time, then Executive shall (w) receive all earned but unpaid Annual Base Salary through

such Termination Date, (x) be reimbursed by Employer for expenses incurred by Executive prior

to the Termination Date that are reimbursable pursuant to Section 3(g), (y) except if the

Employment Period is terminated by Employer for Cause, receive any Performance Bonus

actually earned pursuant to Section 3(b) above for the calendar year completed prior to the

calendar year in which the Termination Date occurs but unpaid as of the Termination Date,

which Performance Bonus (if earned) shall be payable in accordance with Section 3(b) and (z)

retain any vested benefits under Employer’s employee benefit plans in accordance with the terms

thereof as then in effect.

(f)No Other Benefits. Except as otherwise expressly provided herein,

Executive shall not be entitled to any other salary, bonuses, employee benefits or compensation

from the Company Group after the Termination Date and all of Executive’s rights to salary,

bonuses, employee benefits and other compensation hereunder which would have accrued or

become payable after the Termination Date shall cease and be forfeited on such termination or

expiration of the Employment Period, other than those expressly required under applicable law

(such as COBRA).

(g)Right of Offset. Employer may offset any bona fide obligations that

Executive owes the Company Group against any amounts the Company Group owes Executive

hereunder; provided that, notwithstanding the foregoing or any other provision of this Agreement

to the contrary, in no event shall any payment under this Agreement that constitutes “deferred

compensation” for purposes of Code Section 409A be subject to offset, counterclaim or

recoupment by any other amount unless otherwise permitted by Code Section 409A.

5.Confidential Information.

(a)Executive acknowledges that the Company Group operates in a highly

competitive industry and that the Company Group’s success depends in part on protecting the

confidentiality of all trade secrets and other Confidential Information of the Company Group,

including as specified in this Section 5. As such, the Company Group has and will continue to

develop, compile and own certain Confidential Information that has great value in its businesses.

Executive acknowledges that the Company Group takes reasonable steps to protect the

confidentiality of such Confidential Information, including limiting access to Confidential

Information and having employees with access to Confidential Information sign confidentiality

agreements. Subject to the limitations set forth herein (including Section 5(h) with respect to

protected whistleblower activity), Executive will not at any time (whether during or after the

Employment Period) directly or indirectly through any other Person (i) retain or use for the

benefit, purposes or account of Executive or any other Person (other than the Company Group)

or (ii) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person

outside the Company Group (other than the Company Group’s professional advisors who are

bound by confidentiality obligations), any Confidential Information.

(b)“Confidential Information” shall include (i) all information of a

confidential or proprietary nature (whether or not specifically labeled or identified as

“confidential”), in any form or medium, that relates to the business, products, services, research

and development, relationships, Proprietary Rights and goodwill of the Company Group and its

suppliers, customers, licensors, licensees, independent contractors and other material business

relations; (ii) individual requirements and specifications of and specific contractual arrangements

with suppliers, distributors, customers, independent contractors and other material business

relations; (iii) trade secrets, business processes and other methods, designs, techniques, formulae

and know-how of systems and operations relating to the Company Group’s products or services

(including product or service road maps, research projects, planned products or services and

future releases) and compilations of data and analyses, research and development information

and records, reports, manuals, documentation, models, data and data bases relating thereto; (iv)

inventions, innovations, improvements, developments and all similar or related information

(whether or not patentable) in respect of the products and services of the Company Group; (v)

corporate business structure and business units of the Company Group; (vi) internal business

information of the Company Group (including historical and projected financial information and

budgets and information relating to strategic and staffing plans and practices, business, training,

marketing, promotional and sales plans and practices, cost, rate and pricing structures and

accounting and business methods); (vii) acquisition plans, targets and strategies of the Company

Group; and (viii) financial and other business or strategic information of Olympus and its

affiliated investment vehicles and management entities; provided, that Confidential Information

shall not include any information that is generally known to the industry or the public, in each

case other than as a result of Executive’s breach of this Agreement. In the event Executive is

required by law to disclose Confidential Information, Executive shall, to the extent permitted by

applicable law, give prompt written notice to Employer of such requirement prior to any such

disclosure, disclose no more information than is so required and, at the sole expense of

Employer, cooperate with any attempts by Company Group to obtain a protective order or

similar treatment.

(c)On a termination of the Employment Period for any reason, Executive

shall (i) cease and not thereafter use any Confidential Information; (ii) immediately destroy,

delete or return to Employer, at Employer’s option, all originals and copies in any form or

medium (including memoranda, books, papers, plans, computer files, letters and other data) in

Executive’s possession or control (including any of the foregoing stored or located in

Executive’s office, home, laptop or other computer, whether or not Company Group property)

that contain Confidential Information; (iii) notify and fully cooperate with the Company Group

regarding the delivery or destruction of any other Confidential Information of which Executive is

or at any later time becomes aware; and (iv) promptly provide written confirmation to the

Company Group in respect the return or destruction of Confidential Information pursuant to the

terms hereunder. For the avoidance of doubt, the provisions of this Section 5 are in addition to,

and not in lieu of, any other confidentiality obligations or other protective covenants to which

Executive may be subject.

(d)Executive acknowledges that all inventions, innovations, improvements,

developments, methods, processes, programs, designs, analyses, drawings, reports, patent

applications, copyrightable work and mask work (whether or not including any Confidential

Information) and all registrations or applications related thereto, all other proprietary information

and all similar or related information (whether or not patentable) that relate to the Company

Group’s actual or anticipated business, research and development, or then existing products or

services and that are conceived, developed, contributed to, made, or reduced to practice by

Executive (either solely or jointly with others) while employed by or on behalf of the Company

Group (including any of the foregoing that constitutes any proprietary information or records)

(“Work Product”) belong to the Company Group and Executive hereby assigns, and agrees to

assign, all of Executive’s right, title and interest in and to the above Work Product to the

Company Group. Any copyrightable work prepared in whole or in part by Executive in the

course of Executive’s work for the Company Group shall be deemed a “work made for hire”

under the copyright laws, and the Company Group shall own all rights therein. To the extent that

any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees

to assign to the Company Group all right, title, and interest, including without limitation,

Product and copyrightable work to the Board and perform all actions reasonably requested by the

Board (whether during or after the Employment Period) to establish and confirm the Company

Group’s ownership (including assignments, consents, powers of attorney and other instruments).

(e)Executive understands that the Company Group has received or will

receive from third parties confidential or proprietary information (“Third Party Information”)

that may be subject to a duty on the Company Group’s part to maintain the confidentiality of

such information and to use it only for certain limited purposes. During the Employment Period

and thereafter, and without in any way limiting the provisions of Section 5(a) above, Executive

will hold Third Party Information in the strictest confidence and will not disclose to anyone

(other than personnel of the Company Group who need to know such information in connection

with their work for the Company Group) or use, except in connection with Executive’s work for

the Company Group, Third Party Information unless expressly authorized in writing by the

Board or its designee.

(f)During the Employment Period, Executive will not improperly use or

disclose any confidential information or trade secrets, if any, of any former employers or any

other Person to whom Executive has an obligation of confidentiality, and will not bring onto the

premises of the Company Group any unpublished documents or any property belonging to any

former employer or any other Person to whom Executive has an obligation of confidentiality

unless consented to in writing by the former employer or Person.

(g)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally

or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that

—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly

or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a

suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or

other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to

conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are

expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the

right to disclose in confidence trade secrets to federal, state, and local government officials, or to

an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The

parties also have the right to disclose trade secrets in a document filed in a lawsuit or other

proceeding, but only if the filing is made under seal and protected from public disclosure.

(h)Notwithstanding anything to the contrary contained herein, no provision of

this Agreement shall be interpreted so as to impede the Company Group, Employer, Executive,

any other individual or entity or their respective attorneys from (i) reporting possible violations

of applicable law or regulation to, or initiating communications directly with, cooperating with,

providing information to, causing information to be provided to, or otherwise assisting in an

investigation by, any governmental or regulatory agency, official(s) or entity, including but not

limited to the Equal Employment Opportunity Commission, the Department of Justice, the

Securities and Exchange Commission, the Congress, and any agency Inspector General, and any

other governmental agency or commission (collectively, “Governmental Authorities”) regarding

a possible violation of any law, (ii) making other disclosures under the whistleblower provisions

of applicable law, rule or regulation, (iii) responding to any inquiry or legal process from any

such Governmental Authorities; or (iv) testifying, participating or otherwise assisting in an action

or proceeding by any such Governmental Authorities relating to a possible violation of law.

Nothing in this Agreement requires, and Executive does not need, the prior authorization of

Employer or any other entity or individual to make any such reports or disclosures and Executive

shall not be required to notify Employer or any other entity or individual that such reports or

disclosures have been made.

6.Non-Competition; Non-Solicitation; Non-Disparagement. Executive agrees and

acknowledges that Executive has and will become familiar with the Company Group’s trade

secrets and with other Confidential Information concerning the Company Group and that

Executive’s services have been and will be of special, unique and extraordinary value to the

Company Group and therefore, Executive further agrees that:

(a)Non-Competition. During the Restricted Period, Executive shall not,

directly or indirectly, including through causing another Person to, either for Executive or for

any other Person, own any interest in, invest in, manage, control, participate in, consult with, be

employed or engaged by, render services for, permit Executive’s name to be used in or in any

other manner engage in any business or enterprise competing with the business of the Company

Group (as such businesses exist or are in process during the Employment Period) within any city,

state, county, municipality, locale or jurisdiction in North America or any other geographic

region, in each case in which the Company Group does business during the Employment Period

(or such reasonable scope as would be recognized to the fullest extent under applicable law if

applied). For purposes of this Agreement, the term “participate” includes any direct or indirect

interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor,

agent, representative, independent contractor, seller, franchisor, franchisee, creditor or owner.

Nothing herein shall prohibit Executive from being a passive owner of not more than two percent

(2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as

Executive has no active participation in the business of such corporation.

(b)Non-Solicitation. During the Restricted Period, Executive shall not

directly or indirectly, including through another Person (i) solicit or induce or attempt to solicit

or induce any employee or individual independent contractor of the Company Group to leave the

employ or engagement of the Company Group, or in any way interfere in a manner adverse to

the Company Group with the relationship between the Company Group and any employee or

individual independent contractor thereof; or (ii) solicit or induce or attempt to solicit or induce

any customer, distributor, supplier, manufacturer, licensee, sales agent, licensor or other material

business relation of the Company Group (x) about which Executive has Confidential Information

(or in respect of whom Executive has access to Confidential Information), (y) with whom

Executive has done business with or has a personal contact in connection with Executive’s

employment by or on behalf of Employer or the Company Group or (z) that is otherwise known

by Executive through the opportunity of employment by or on behalf of Employer or the

Company Group (each, a “Business Relation”) to cease or refrain from doing business with, or

otherwise modify adversely its relationship with, the Company Group or in any way interfere

with the relationship (or prospective relationship) between any Business Relation and the

Company Group.

(c)Non-Disparagement. Subject to Section 5(h), Executive will not at any

time (whether during or after the Employment Period), directly or indirectly, make any negative

or disparaging statements or communications regarding the Company Group or Olympus (or any

of their respective direct or indirect equityholders, investors, members, managers, partners,

directors, officers, employees, independent contractors, representatives, advisors, businesses,

clients, customers, products or services); provided, that this Section 6(c) shall not prohibit

truthful testimony in any legal proceeding.

(d)Remedies. Because Executive’s services are unique and because Executive

has access to Confidential Information, Executive acknowledges and agrees that money damages

would not be an adequate remedy for any breach or threatened breach of any of the provisions of

Section 5 or this Section 6 and that the harm in respect of any such breach or threatened breach

would be irreparable. Executive acknowledges and agrees that, in such event, the Company

Group and their respective successors or assigns shall, in addition to (and not in lieu of) any

other rights and remedies existing in their favor, be entitled to specific performance, injunctive

(whether temporary, preliminary or permanent, as applicable) and/or other relief in equity from

any court of competent jurisdiction in order to enforce or prevent any violations of the provisions

of Section 5 or this Section 6. Any injunction shall be available without the posting of any bond

or other security.

(e)Additional Acknowledgments. Executive acknowledges and agrees that:

(i)the Company Group has a protectable interest in its goodwill,

Confidential Information (including trade secrets) and in preventing unfair competition from

former employees and agents;

(ii)the provisions of Section 5 and this Section 6 are in addition to,

and not in limitation of, any other confidentiality, non-competition, non-solicitation, non-

disparagement or other similar arrangements between or among Executive and the Company

Group and in consideration of employment with the Company Group and additional other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged;

(iii)Executive’s duties and responsibilities place Executive in a

position to have knowledge of the businesses and Business Relations of the Company Group, the

locations where the Company Group engages or actively plans to engage in businesses and the

employees and contractors of the Company Group;

(iv)(x) the value of the Company Group’s trade secrets and other

Confidential Information arises from the fact that such information is not generally known in the

marketplace, (y) the Company Group’s trade secrets and other Confidential Information will

have continuing vitality during and after the Employment Period and (z) Executive has and will

have such substantial, significant and critical knowledge of the Company Group’s processes,

trade secrets and other Confidential Information that, if Executive were to disclose such

information or use such information in violation of this Agreement then Executive would cause

irreparable harm to the Company Group;

(v)without limiting the foregoing, the trade secrets and other

Confidential Information of the Company Group is so integral to Executive’s position at the

Company Group that if during the Restricted Period Executive accepts a position with or

provides services to an entity that competes with any of the businesses of the Company Group

such that Executive’s position or provision of services overlaps with Executive’s current position

or services, Executive would inevitably use and/or disclose the trade secrets, processes and other

Confidential Information in performing such services;

(vi)the restrictions contained in Section 5 and this Section 6 (x) serve a

legitimate interest of Employer and the Company Group to protect the protectable interest of the

Company Group, including the goodwill associated with its businesses; (y) are reasonable with

respect to subject

matter, time period, scope and geographical area and, in any case, no broader than necessary to

protect that interest; and (z) do not unreasonably impose limitations on Executive’s ability to

earn a living;

(vii)the potential harm to the Company Group of the non-enforcement

of the restrictions contained in Section 5 and this Section 6 outweighs any potential harm to

Executive of such enforcement by injunction or otherwise; and

(viii)Executive has carefully read this Agreement, has given careful

consideration (after consultation with legal counsel) to the restraints imposed on Executive by

this Agreement and is in full accord as to their necessity for the reasonable and proper protection

of the Confidential Information and the Company Group’s business interests.

(f)If, at the time of enforcement of any of Section 5 or this Section 6, a court

shall hold that the duration, scope or geographical area restrictions stated herein are unreasonable

under circumstances then existing, the parties hereto agree that the maximum duration, scope or

geographical area reasonable under such circumstances shall be substituted for the stated

duration, scope or area and that the court shall be allowed to revise the restrictions contained

herein to cover the maximum duration, scope and area permitted by law.

7.Definitions.

“Affiliate” means, with respect to any particular Person, any other Person that

controls, is controlled by or is under common control with such Person or an Affiliate of such

Person.

“Board” means the board of managers of Topco.

“Cause” means Executive has (i) committed, been indicted for, been convicted of,

or pled guilty or nolo contendere to, any felony, any act of embezzlement, fraud, theft or

dishonesty involving any member of the Company Group, or any crime involving moral

turpitude; (ii) operated any motor vehicle under the influence of alcohol or illegal drugs in a

manner that would violate any law; (iii) failed to submit to any drug or alcohol testing as and

when requested by the Company Group; (iv) failed to follow any lawful direction communicated

to Executive by the Board or Executive’s supervisor (other than due to Executive’s illness or

Disability), which failure, if capable of being cured. is not cured within 10 days following

written notice thereof to Executive; (v) acted with gross negligence or willful misconduct in

respect of Executive’s duties under this Agreement; (vi) been continuously or repeatedly absent

from the workplace, unless such absences are (x) in compliance with the terms of this Agreement

or the Company Group’s policies (including vacation policies), (y) a result of Executive’s illness

or Disability or (z) otherwise authorized by applicable law, such as to care for a family member

under the Family & Medical Leave Act; (vii) used any alcohol or illegal drugs or abused any

prescription drugs, in each case, that would reasonably be expected to interfere with the

performance of Executive’s obligations under this Agreement; (viii) engaged in misconduct that

results in reputational or other business harm to the Company Group; (ix) engaged in sexual

relations or a romantic relationship with any employee (excluding, for purposes of this clause

(ix), any relationship existing prior to the date hereof in which Executive is married or engaged

to be married to another employee of the Company Group); or (x) materially breached any

provision of this Agreement or any other agreement with, or policy of, the Company Group,

which material breach, if capable of being cured, is not cured within 10 days following written

notice thereof to Executive.

“Company Group” means, collectively, Topco, the IPO Entity and their respective

direct and indirect subsidiaries and, where applicable, any of Topco, the IPO Entity or any such

direct or indirect subsidiary.

“Disability” means the disability of Executive caused by any physical or mental

injury, illness or incapacity as a result of which Executive is unable to effectively perform the

essential functions of Executive’s duties for a continuous period of more than 90 calendar days

or for 120 calendar days (whether or not continuous) in any 365-day period, as determined by an

independent, legally qualified doctor selected by Employer’s health or disability insurer.

“Good Reason” means, without Executive’s consent, (i) a material diminution of

Executive’s title, duties, responsibilities or reporting authority (provided that, (A) neither a mere

change in title alone nor reassignment following a direct or indirect change in control of

Employer to a position that is substantially similar to the position and with materially the same

responsibilities held prior to such change in control shall in and of itself constitute a material

diminution of Executive’s duties or responsibilities and (B) in the event that Employer

reasonably believes that Executive may have engaged in conduct that could constitute Cause

hereunder, Employer may, in its sole and absolute discretion, suspend Executive from

performing Executive’s duties hereunder or take any similar action, and in no event shall any

such suspension or other action constitute Good Reason or otherwise constitute a breach

hereunder; provided that, no such suspension shall alter Employer’s obligations under this

Agreement during such period of suspension), (ii) a material reduction in Annual Base Salary,

Performance Bonus or Annual Equity Award (other than a general reduction in such amounts

that affects all similarly situated executives in substantially the same proportions), IPO Stock

Award, sale transaction bonus (Section 3(f)) or (iii) except for ordinary course business travel in

the course of Executive’s duties, a relocation of Executive’s primary place of employment by

more than fifty miles from its then current location; provided, that in order for a resignation by

Executive for Good Reason to become effective, (x) Executive must deliver written notice to

Employer within 60 days of the first occurrence of the applicable circumstance or event, (y)

Employer must fail to cure such circumstance or event within 60 days following receipt of such

notice and (z) Executive must resign within 60 days following such failure to cure by Employer.

“IPO” means a bona fide underwritten initial public offering of equity securities

of an IPO Entity pursuant to an effective registration statement filed under the Securities Act (as

defined in the LLC Agreement) pursuant to which such equity securities are listed on the New

York Stock Exchange or the Nasdaq Stock Market or any other exchange as determined by the

Board.

“IPO Entity” means any of (i) Topco, (ii) a direct or indirect subsidiary of Topco

or (iii) a direct or indirect parent of Topco, in each case, the equity securities through which an

IPO occurs.

“LLC Agreement” means the Amended and Restated Limited Liability Company

Agreement of Topco, dated January 2, 2025, as amended, restated or otherwise modified from

time to time.

“Olympus” means Investor and any of its Affiliates.

“Person” means a natural person, a partnership, a limited liability company, a

corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated

organization, investment fund, any other business entity and a governmental entity or any

department, agency or political subdivision thereof.

“Proprietary Rights” means all of the following, in any jurisdiction throughout the

world: (i) patents, patent disclosures and inventions (whether or not patentable and whether or

not reduced to practice) and any reissue, continuation, continuation-in-part, divisional, extension

or reexamination thereof; (ii) trademarks, service marks and trade dress, logos, slogans, Internet

domain names and other indicia of origin, and all translations, adaptations, derivations and

combinations of the foregoing, together with all goodwill associated therewith; (iii) works of

authorship (whether or not copyrightable), copyrights and copyrightable works; (iv) registrations,

applications for registration, and renewals of any of the foregoing; (v) computer software

(including (w) computer programs, including any and all software implementations of

algorithms, models and methodologies, whether in source code or object code, (x) databases and

compilations, including any and all data and collections of data, whether machine readable or

otherwise, (y) descriptions, schematics, flowcharts and other work product used to design, plan,

organize or develop any of the foregoing, and (z) all documentation, including user

documentation, user manuals and training materials, relating to any of the foregoing); (vi) all

other intellectual property and proprietary rights; and (vii) all copies and tangible embodiments

of any of the foregoing (in whatever form or medium).

“Restricted Period” means collectively, the Employment Period and the twelve-

month period immediately thereafter.

“Severance Period” means the period commencing on the Termination Date and

ending on the date that is twelve months after the Termination Date.

“Topco” means Accelevation Topco LLC, a Delaware limited liability company.

8.Notices. All notices, requests, demands, waivers, instructions or other

communications required or permitted hereunder shall be in writing and will be deemed to have

been duly given only if emailed, mailed or delivered to a party hereto at the applicable address or

email address set forth below (or such other addresses and/or with such other copies as are

specified in writing by the parties hereto):

If to Employer:

Accelevation LLC

9555 N. Springboro Pike; Suite 400

Miamisburg, OH 45342

Attention: Michael Rubiera

Email: ****

with copies to (which shall not constitute notice to Employer):

Olympus Growth Fund VIII, L.P.

Metro Center, 4th Floor

One Station Place

Stamford CT 06902

Attention: Matt Boyd; Matt Bujor

Email:****; ****

and

Kirkland & Ellis LLP

555 California Street, 27th Floor

San Francisco CA 94101

Attention: Matthew Goulding, P.C.; Matt Dunnet

Email: ****; ****

If to Executive, to the address on file from time to time with Employer.

or such other address or to the attention of such other Person as the recipient party shall have

specified by prior written notice to the sending party. Any notice under this Agreement will be

deemed to have been given when so delivered or sent or, if mailed, on the earlier of written

confirmation of receipt and five (5) days after deposit in the U.S. mail.

9.General Provisions.

(a)Complete Agreement. This Agreement embodies the complete agreement

and understanding among the parties with respect to the subject matter hereof and supersedes and

preempts 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 (including any

offer letter, summary of employment terms or otherwise). Notwithstanding the foregoing, the

covenants contained in Section 5 and Section 6 (x) are intended to co-exist with and are not

affected by any covenants contained in other agreements to which Executive and the Company

Group is or may become parties (including any incentive equity or similar agreement), (y) are

independently enforceable and (z) do not supersede such other covenants.

(b)Severability. Any term or provision of this Agreement that is invalid or

unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of

the remaining terms and provisions hereof or the validity or enforceability of the offending term

or provision in any other situation or in any other jurisdiction. Any invalid or unenforceable

provision shall be modified to the extent necessary to allow for enforceability to the fullest extent

permitted by law and to give effect to the original intent of the parties to the extent possible.

(c)Governing Law; Choice of Law. The laws of the state of Ohio shall

govern (i) all claims or matters related to or arising from this Agreement (including any tort or

non-contractual claims) and (ii) 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 Ohio or any other jurisdiction) that would cause the

application of the law of any jurisdiction other than the state of Ohio. Each party to this

Agreement 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 (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. Each of the parties hereto submits to the jurisdiction of the state and federal courts in

Ohio in any action or proceeding arising out of or relating to this Agreement and agrees that all

claims in respect of the action or proceeding shall be heard and determined in any such court.

Each party hereto also agrees not to bring any proceeding arising out of or relating to this

Agreement in any other court, provided that in connection with a breach or alleged breach by

Executive of any of the provisions of Section 5 or Section 6 hereof, the Company Group may

bring an action for an injunction or specific performance in any court of competent jurisdiction.

Nothing in this Section 9(c), however, shall affect the right of any party to serve legal process in

any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in

any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in

any other manner provided by law or at equity.

(d)Remedies. The Company Group shall be entitled to enforce its rights

under this Agreement specifically, to recover damages and costs (including reasonable attorney’s

fees) caused by any breach of any provision of this Agreement and to exercise all other rights

existing in its favor. Without limiting Section 6(d), the parties hereto agree and acknowledge that

money damages may not be an adequate remedy for any breach of the provisions of this

Agreement and that any party shall be entitled to seek from any court of law or equity of

competent jurisdiction (without posting any bond or deposit or proving monetary damages or the

insufficiency thereof) specific performance or other injunctive relief in order to enforce or

prevent any violations of the provisions of this Agreement.

(e)Insurance. The Company Group, at its discretion, may apply for and

procure in its own name and for its own benefit key man, life or disability insurance on

Executive in any amount or amounts considered advisable. Executive agrees to cooperate, at the

expense of Employer, in any medical or other examination, supply any reasonable information

and to execute and deliver any applications or other instruments in writing as may be reasonably

necessary to obtain and constitute such insurance or, in the event Executive is disabled, with

respect to obtaining a determination from an independent, legally qualified medical doctor of

whether Executive’s condition constitutes a Disability.

(f)Indemnification; D&O Insurance. To the fullest extent permitted by

applicable law and the Company Group’s governing documents, Employer shall indemnify,

defend and hold harmless Executive, and advance expenses to Executive, for all claims, actions,

liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out

of or relating to Executive’s service as an officer, employee, fiduciary or agent of the Company

Group or any related entity. During the Employment Period and for at least six (6) years

thereafter, Executive shall be covered by directors’ and officers’ liability insurance on terms no

less favorable than those applicable to similarly situated senior executives of the Company

Group. The rights under this Section are in addition to, and not in limitation of, any rights to

indemnification, advancement or insurance under applicable law, governing documents or any

separate indemnification agreement.

(g)Executive’s Cooperation. During the Employment Period and thereafter,

Executive shall cooperate with the Company Group in any disputes with third parties, internal

investigation or administrative, regulatory or judicial proceeding as reasonably requested by the

Company Group (including Executive being available to the Company Group on reasonable

notice for interviews and factual investigations, appearing at the Company Group’s request to

give testimony without requiring service of a subpoena or other legal process, volunteering to the

Company Group all pertinent information and turning over to the Company Group all relevant

documents which are or may come into Executive’s possession, all at times and on schedules that

are reasonably consistent with Executive’s other permitted activities and commitments). In the

event the Company Group requires Executive’s cooperation in accordance with this paragraph

after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses

on submission of receipts.

(h)Indemnification/Reimbursement of Payments on Behalf of Executive. The

Company Group shall be entitled to deduct or withhold from any amounts owing from the

Company Group to Executive any federal, state, local or foreign withholding taxes, excise taxes

or employment taxes imposed with respect to Executive’s compensation or other payments from

the Company Group or Executive’s ownership interest in the Company Group, including wages,

bonuses, distributions or the receipt or vesting of options or incentive equity. In the event the

Company Group does not make any deductions or withholdings from amounts paid to Executive

of the type referred to in the preceding sentence, Executive shall fully indemnify and promptly

pay over to the Company Group (for further payment to a government entity to the extent not

previously paid) the amount of any such taxes, and if such failure to deduct or withhold is not a

result of the Company Group’s negligence or omission, the amount of any interest, penalties and

related expenses thereto.

(i)Survival. Sections 4 through 9 shall survive any termination of this

Agreement.

(j)Corporate Opportunity. During the Employment Period, (x) Executive

shall submit to the Board all business, commercial and investment opportunities or offers

presented to Executive or of which Executive becomes aware which relate to the business of the

Company Group at any time during the Employment Period (“Corporate Opportunities”) and (y)

unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any

Corporate Opportunities on Executive’s own behalf.

(k)Miscellaneous. The language used in this Agreement shall be deemed to

be the language chosen by the parties hereto to express their mutual intent, and no rule of strict

construction shall be applied against any party. The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined. The words “include”, “includes”

and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the

context requires otherwise (i) any definition of or reference to any agreement, instrument or other

document herein shall be construed as referring to such agreement, instrument or other document

as from time to time amended, supplemented or otherwise modified (subject to any restrictions

on such amendments, supplements or modifications set forth herein), (ii) any reference herein to

any Person shall be construed to include such Person’s successors and assigns, (iii) the words

“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to

this Agreement in its entirety and not to any particular provision hereof and (iv) all references

herein to Sections shall be construed to refer to Sections of this Agreement unless otherwise

noted. The descriptive headings of the sections and subsections of this Agreement are for

convenience only and do not constitute a part of this Agreement. Unless otherwise indicated

herein, determinations made by the Board shall be made in the Board’s sole discretion. This

Agreement may be executed in counterparts and delivered by email. Except as otherwise

provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by

Executive, Employer and their respective successors and assigns, except that Executive may not

assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the

prior written consent of Employer. Notwithstanding anything to the contrary herein, Employer

may assign this Agreement to any member of the Company Group at any time without

Executive’s consent. This Agreement may be amended and waived only with the prior written

consent of Employer and Executive. Without limiting the foregoing, the Board may amend any

restrictive covenant provisions or obligations without the consent or approval of Executive to

provide for less restrictive limitations as to duration, geographical area, scope of activity to be

restrained, or to incorporate legal developments. Any such less restrictive limitations may, in the

Board’s sole discretion, apply only with respect to the enforcement of this Agreement in certain

jurisdictions specified in any such amendment. If any time period for giving notice or taking

action hereunder expires on a day which is a Saturday, Sunday or federal holiday, the time period

shall be automatically extended to the business day immediately following such Saturday,

Sunday or federal holiday.

(l)Code Section 409A Compliance.

(i)The intent of the parties is that payments and benefits under this

Agreement comply with or be exempt from Code Section 409A and, accordingly, to the

maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or

exempt therefrom. Notwithstanding the foregoing, in no event whatsoever shall Company Group

be liable for any additional tax, interest or penalty that may be imposed on Executive by Code

Section 409A or damages for failing to comply with Code Section 409A.

(ii)A termination of employment shall not be deemed to have

occurred for purposes of any provision of this Agreement providing for the payment of any

amounts or benefits on or following a termination of employment unless such termination is also

a “separation from service” within the meaning of Code Section 409A and, for purposes of any

such provision of this Agreement, references to a “termination,” “termination of employment” or

like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this

Agreement, if Executive is deemed on the date of termination to be a “specified employee”

within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any

payment or the provision of any benefit that is considered deferred compensation under Code

Section 409A payable on account of a “separation from service,” such payment or benefit shall

not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-

month period measured from the date of such “separation from service” of Executive, and (B)

the date of Executive’s death, to the extent required under Code Section 409A. On the expiration

of the foregoing delay period, all payments and benefits delayed pursuant to this Section 9(l)(ii)

(whether they would have otherwise been payable in a single sum or in installments in the

absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any

remaining payments and benefits due under this Agreement shall be paid or provided in

accordance with the normal payment dates specified for them herein.

(iii)To the extent that reimbursements or other in-kind benefits under

this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section

409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last

day of the taxable year following the taxable year in which such expenses were incurred by

Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation

or exchange for another benefit and (C) no such reimbursement, expenses eligible for

reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the

expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable

year.

(iv)For purposes of Code Section 409A, Executive’s right to receive

any installment payments pursuant to this Agreement shall be treated as a right to receive a series

of separate and distinct payments. Whenever a payment under this Agreement specifies a

payment period with reference to a number of days, the actual date of payment within the

specified period shall be within the sole discretion of Employer.

(m)Code Section 280G. If any payment or distribution Executive would

receive pursuant to this Agreement or otherwise (“Payment”) would (a) constitute a “parachute

payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be

subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such

Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would

result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing

amounts, taking into account the applicable federal, state and local income taxes and the Excise

Tax, results in the receipt by Executive on an after-tax basis, of the largest payment,

notwithstanding that all or some portion of the Payment may be taxable under Section 4999 of

the Code. The accounting firm engaged by Employer for general audit purposes as of the day

prior to the effective date of the relevant change in control (within the meaning of Code Section

280G) shall perform the foregoing calculations. Any good faith determinations of Employer

made hereunder based on the calculations of the foregoing accounting firm shall be final, binding

and conclusive on all Persons. Any reduction in payments and/or benefits pursuant to this

Section 9(m) will occur in the following order: (1) reduction of cash payments; (2) cancellation

of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated

vesting of stock options; and (4) reduction of other benefits payable to Executive.

Notwithstanding anything to the contrary in this Agreement, if, in connection with any change in

ownership or control, IPO, or other transaction or event that constitutes or may reasonably be

expected to constitute a change in ownership or control within the meaning of Section 280G of

the Code, any payment or benefit to be received or retained by Executive, whether pursuant to

this Agreement or otherwise, would or may reasonably be expected to constitute a “parachute

payment” within the meaning of Section 280G of the Code and result in the imposition of the

excise tax under Section 4999 of the Code, then, before applying any reduction or cutback under

this Section 9(m), Employer shall, and shall cause the applicable member of the Company Group

to, to the extent the shareholder approval exemption under Section 280G(b)(5)(A)(ii) and Section

280G(b)(5)(B) of the Code is available, use reasonable best efforts to submit such payment or

benefit, or such portion thereof as is necessary or advisable, for approval by the shareholders,

members, partners or other equityholders whose approval is required under Section 280G of the

Code and the Treasury Regulations promulgated thereunder. For purposes of this Section, “280G

Approval” means approval intended to satisfy Section 280G(b)(5)(B) of the Code and Treasury

Regulation Section 1.280G-1, Q/A-7, including, to the extent applicable, approval by more than

75% of the voting power entitled to vote for such purpose, after full and truthful disclosure to all

persons entitled to vote of all material facts concerning the payments or benefits that would,

absent such approval, constitute parachute payments. In furtherance of the foregoing, Employer

shall, and shall cause the applicable member of the Company Group to: (A) provide Executive

and Executive’s legal and tax advisors with copies of the proposed calculations, disclosure

materials, shareholder consent, ballot and any waiver or contingent waiver (in each case, solely

with respect to Executive’s payments or arrangements described or analyzed therein) reasonably

in advance of delivery to the applicable shareholders or equityholders, and consider in good faith

any reasonable comments thereto; (B) prepare and distribute disclosure materials that are

intended to satisfy the adequate disclosure requirements of Section 280G(b)(5)(B) of the Code

and the Treasury Regulations promulgated thereunder; (C) solicit the requisite 280G Approval

prior to the consummation of the applicable transaction or event; (D) not take any action, or omit

to take any action, for the purpose of frustrating or avoiding the 280G Approval process; and (E)

bear all fees, costs and expenses of the foregoing process. Executive shall reasonably cooperate

with such 280G Approval process, including by executing, prior to the applicable vote, a

customary contingent waiver of Executive’s right to receive or retain the applicable payments or

benefits, but only to the extent required for the 280G Approval to be effective and only with

respect to the minimum portion of such payments or benefits that the applicable accounting firm,

compensation consultant or tax counsel determines is necessary to avoid the imposition of the

excise tax under Section 4999 of the Code if 280G Approval is not obtained. Any such waiver

shall be effective only if, and only to the extent that, the requisite 280G Approval is not obtained,

and shall be void ab initio with respect to any payments or benefits that are approved pursuant to

the 280G Approval process. Nothing in this Section 9(m) shall require Employer or any of its

Affiliates to be responsible for, or have any liability or obligation with respect to, Executive’s

excise tax liabilities under Section 4999 of the Code.

(n)Clawback. Only with respect to any period following an IPO, amounts

paid or payable under this Agreement shall be subject to the provisions of any applicable

clawback policies or procedures adopted by Employer or any of its Affiliates applicable to

Executive, which clawback policies or procedures may provide for forfeiture and/or recoupment

of amounts paid or payable under this Agreement. Notwithstanding any provision of this

Agreement to the contrary, for any post-IPO compensation, Employer and each of its Affiliates

reserves the right, without the consent of Executive, to adopt any such clawback policies and

procedures, including such policies and procedures applicable to this Agreement with retroactive

effect.

*****

{Signature Page to Employment Agreement}

Each of Employer and Executive has executed this Employment Agreement as of the date

first above written.


EMPLOYER:

ACCELEVATION LLC


By:	/s/ Michael Rubiera
Name:		Michael Rubiera
Title:		Chief Executive Officer

{Signature Page to Employment Agreement}


	EXECUTIVE:


	/s/ Kenneth Krause
	Kenneth Krause