EX-10.1

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”),

(c) Accelevation Investment Holdings LLC, a Delaware limited liability company (“Investment

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 2have 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; providedthat, 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 3without 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 19shall 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 18during 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.

[Signature Page to Director Nomination Agreement]

[Signature Page to Director Nomination Agreement]