1 Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.12

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [       ], 202[       ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [        ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14 hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations

as directors or officers or in other capacities unless they are provided with adequate protection

through insurance or adequate indemnification against inordinate risks of claims and actions

against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated,

modified and/or supplemented from to time, the “Bylaws”) require indemnification of the

directors and officers of the Company;

WHEREAS, the certificate of incorporation of the Company (as amended, restated,

modified and/or supplemented from to time, the “Charter”), the Bylaws and the General

Corporation Law of the State of Delaware (the “DGCL”) expressly contemplate that contracts

may be entered into between the Company and members of the Board of Directors of the

Company (the “Board”), officers of the Company and other persons with respect to

indemnification and advancement of Expenses;

WHEREAS, the uncertainties relating to insurance and indemnification have increased

the difficulty of attracting and retaining directors and officers;

WHEREAS, the Board has determined that the increased difficulty in attracting and

retaining directors and officers is detrimental to the best interests of the Company and its

stockholders and that the Company should act to assure such persons that there will be increased

certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company to indemnify, and

to advance Expenses on behalf of, the Company’s directors and officers to the Fullest Extent

Permitted By Applicable Law; [and]1

[WHEREAS, the Indemnitee may have certain rights to indemnification, advancement of

Expenses and/or insurance provided by Olympus Partners, LP, which the Indemnitee, the

Company and Olympus Partners, LP intend to be secondary to the primary obligation of the

Company to indemnify the Indemnitee as provided herein, with the Company’s acknowledgment

of and agreement to the foregoing being a material condition to the Indemnitee’s willingness to

serve as a director and/or officer of the Company; and]2

2

WHEREAS, the Indemnitee may not be willing to serve or continue to serve as an officer

or director without adequate protection, and the Company desires the Indemnitee to serve or

continue to serve in such capacity.

NOW, THEREFORE, each party hereto, intending to be legally bound hereby, agrees as

follows:

1.Indemnity of the Indemnitee. On the terms and subject to the conditions set forth in this

Agreement, the Company hereby agrees to hold harmless and indemnify the Indemnitee

to the Fullest Extent Permitted By Applicable Law. In furtherance of the foregoing

indemnification, and without limiting the generality thereof:

(a)Proceedings Other Than Proceedings by or in the Right of the Company. The

Indemnitee shall be entitled to the rights of indemnification provided in this

Section 1(a) if the Indemnitee has been or is, or is threatened to be made, a party

to or participant in, or otherwise becomes involved in, any Proceeding other than

a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the

Indemnitee shall be indemnified to the Fullest Extent Permitted By Applicable

Law against all Losses and Expenses actually and reasonably incurred by the

Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding or

any claim, issue or matter therein, if the Indemnitee acted in good faith and in a

manner the Indemnitee reasonably believed to be in or not opposed to the best

interests of the Company, and with respect to any criminal Proceeding, had no

reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b)Proceedings by or in the Right of the Company. The Indemnitee shall be entitled

to the rights of indemnification provided in this Section 1(b) if the Indemnitee has

been or is, or is threatened to be made, a party to or participant in, or otherwise

becomes involved in, any Proceeding brought by or in the right of the Company.

Pursuant to this Section 1(b), the Indemnitee shall be indemnified to the Fullest

Extent Permitted By Applicable Law against all Expenses actually and reasonably

incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with

such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in

good faith and in a manner the Indemnitee reasonably believed to be in or not

opposed to the best interests of the Company; provided, however, if applicable

law so provides, no indemnification against such Expenses shall be made in

respect of any claim, issue or matter in such Proceeding as to which the

Indemnitee shall have been adjudged to be liable to the Company unless and only

to the extent that the Chancery Court of the State of Delaware (the “Delaware

Court”) or the court in which such Proceeding was brought shall determine that

the Indemnitee is fairly and reasonably entitled to such indemnification.

(c)Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

Notwithstanding any other provision of this Agreement (other than Section 9), to

the extent that the Indemnitee is successful, on the merits or otherwise, in defense

of any Proceeding, the Indemnitee shall be indemnified to the Fullest Extent

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Permitted By Applicable Law against all Expenses actually and reasonably

incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection

therewith. If the Indemnitee is not wholly successful in such Proceeding but is

successful, on the merits or otherwise, as to one or more but less than all claims,

issues or matters in such Proceeding, the Company shall indemnify the

Indemnitee against all Expenses actually and reasonably incurred by the

Indemnitee, or on the Indemnitee’s behalf, in connection with each successfully

resolved claim, issue or matter. For purposes of this Section 1(c) and without

limitation, the termination of any claim, issue or matter in such a Proceeding by

dismissal, with or without prejudice, on substantive or procedural grounds, shall

be deemed to be a successful result as to such claim, issue or matter.

2.Additional Indemnity. Notwithstanding any limitations in Section 1 of this Agreement,

the Company shall indemnify the Indemnitee to the Fullest Extent Permitted By

Applicable Law if the Indemnitee is, or is threatened to be made, a party to or a

participant in any Proceeding (including a Proceeding by or in the right of the Company

to procure a judgment in its favor) for all Losses and Expenses actually and reasonably

incurred by the Indemnitee or on the Indemnitee’s behalf.

3.Contribution.

(a)Whether or not the indemnification provided in Sections 1 and 2 hereof is

available, in respect of any threatened, pending or completed Proceeding in which

the Company is jointly liable with the Indemnitee (or would be if joined in such

Proceeding), to the Fullest Extent Permitted By Applicable Law, the Company

shall pay, in the first instance, the entire amount of any judgment or settlement of

such Proceeding without requiring the Indemnitee to contribute to such payment

and the Company hereby waives and relinquishes any right of contribution it may

have against the Indemnitee. The Company shall not enter into any settlement of

any Proceeding in which the Company is jointly liable with the Indemnitee (or

would be if joined in such Proceeding) unless such settlement (i) provides for a

full and final release of all claims asserted against the Indemnitee and (ii) does not

impose any Loss, Expense or limitation on the Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the

preceding subsection, if, for any reason, the Indemnitee shall elect or be required

to pay all or any portion of any judgment or settlement in any threatened, pending

or completed Proceeding in which the Company is jointly liable with the

Indemnitee (or would be if joined in such Proceeding), to the Fullest Extent

Permitted By Applicable Law, the Company shall contribute to the amount of

Losses and Expenses actually and reasonably incurred and paid or payable by the

Indemnitee in proportion to the relative benefits received by the Company and all

officers, directors or employees of the Company, other than the Indemnitee, who

are jointly liable with the Indemnitee (or would be if joined in such Proceeding),

on the one hand, and the Indemnitee, on the other hand, from the transaction or

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events from which such Proceeding arose; provided, however, that the proportion

determined on the basis of relative benefit may, to the extent necessary to

conform to law, be further adjusted by reference to the relative fault of the

Company and all officers, directors or employees of the Company, other than the

Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in

such Proceeding), on the one hand, and the Indemnitee, on the other hand, in

connection with the transaction or events that resulted in such Losses or Expenses,

as well as any other equitable considerations which applicable law may require to

be considered. The relative fault of the Company and all officers, directors or

employees of the Company, other than the Indemnitee, who are jointly liable with

the Indemnitee (or would be if joined in such Proceeding), on the one hand, and

the Indemnitee, on the other hand, shall be determined by reference to, among

other things, the degree to which their actions were motivated by intent to gain

personal profit or advantage, the degree to which their liability is primary or

secondary and the degree to which their conduct is active or passive.

(c)To the Fullest Extent Permitted By Applicable Law, the Company hereby agrees

to fully indemnify and hold the Indemnitee harmless from any claims of

contribution that may be brought by officers, directors or employees of the

Company, other than the Indemnitee, who may be jointly liable with the

Indemnitee.

(d)To the Fullest Extent Permitted By Applicable Law, if the indemnification

provided for in this Agreement is unavailable to the Indemnitee for any reason

whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall

contribute to the amount incurred by the Indemnitee, whether for Losses and/or

for Expenses, in connection with any claim relating to an indemnifiable event

under this Agreement, in such proportion as is deemed fair and reasonable in light

of all of the circumstances of such Proceeding in order to reflect (i) the relative

benefits received by the Company and the Indemnitee as a result of the event(s)

and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault

of the Company (and its directors, officers, employees and agents) and the

Indemnitee in connection with such event(s) and/or transaction(s).

4.Indemnification for Expenses of a Witness. Notwithstanding any other provision of this

Agreement (other than Section 9), to the Fullest Extent Permitted By Applicable Law and

to the extent that the Indemnitee is a witness, or is made (or asked) to respond to

discovery requests, in any Proceeding to which the Indemnitee is not a party, the

Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by

the Indemnitee, or on the Indemnitee’s behalf, in connection therewith.

5.Advancement of Expenses. Notwithstanding any other provision of this Agreement, the

Company shall advance, to the Fullest Extent Permitted By Applicable Law, all Expenses

incurred by or on behalf of the Indemnitee in connection with any Proceeding within 30

days after the receipt by the Company of a statement or statements from the Indemnitee

5

requesting such advance or advances from time to time, whether prior to or after final

disposition of such Proceeding. Such statement or statements shall reasonably evidence

the Expenses incurred by the Indemnitee. The Indemnitee’s execution and delivery to the

Company of this Agreement shall constitute an undertaking providing that the Indemnitee

undertakes to repay the amounts advanced by the Company pursuant to this Agreement,

if and only to the extent that it is ultimately determined that the Indemnitee is not entitled

to be indemnified by the Company. No other form of undertaking shall be required other

than the execution of this Agreement. Any advances and undertakings to repay pursuant

to this Agreement shall be unsecured and interest free.

6.Procedures and Presumptions for Determination of Entitlement to Indemnification. It is

the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as

favorable as may be permitted under the DGCL and the public policy of the State of

Delaware. Accordingly, the parties agree that the following procedures and presumptions

shall apply in the event of any question as to whether the Indemnitee is entitled to

indemnification under this Agreement:

(a)To obtain indemnification under this Agreement, the Indemnitee shall submit to

the Company a written request, including therein or therewith such documentation

and information as is reasonably available to the Indemnitee and is reasonably

necessary to determine whether and to what extent the Indemnitee is entitled to

indemnification. The Secretary of the Company shall, promptly upon receipt of

such a request for indemnification, advise the Board in writing that the Indemnitee

has requested indemnification. Notwithstanding the foregoing, any failure of the

Indemnitee to provide such a request to the Company, or to provide such a request

in a timely fashion, shall not relieve the Company of any liability that it may have

to the Indemnitee unless, and to the extent that, such failure actually and

materially prejudices the interests of the Company.

(b)Upon written request by the Indemnitee for indemnification pursuant to the first

sentence of Section 6(a) hereof, a determination with respect to the Indemnitee’s

entitlement thereto shall be made in the specific case by one of the following four

methods, which shall be at the election of the Board: (i) by a majority vote of the

Disinterested Directors, even though less than a quorum, (ii) by a committee of

Disinterested Directors designated by a majority vote of the Disinterested

Directors, even though less than a quorum, (iii) if there are no Disinterested

Directors or if the Disinterested Directors so direct, by Independent Counsel in a

written opinion to the Board, a copy of which shall be delivered to the

Indemnitee, or (iv) if so directed by the Board, by the stockholders of the

Company; provided, however, that if a Change in Control has occurred, the

determination with respect to the Indemnitee’s entitlement to indemnification

shall be made by Independent Counsel.

(c)If the determination of entitlement to indemnification is to be made by

Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel

6

shall be selected as provided in this Section 6(c). If a Change in Control has not

occurred, the Independent Counsel shall be selected by the Board, and the

Company shall give written notice to the Indemnitee advising the Indemnitee of

the identity of the Independent Counsel so selected. The Indemnitee may, within

10 days after such written notice of selection shall have been given, deliver to the

Company a written objection to such selection; provided, however, that such

objection may be asserted only on the ground that the Independent Counsel so

selected does not meet the requirements of “Independent Counsel” as defined in

Section 14 of this Agreement, and the objection shall set forth with particularity

the factual basis of such assertion. Absent a proper and timely objection, the

person so selected shall act as Independent Counsel. If a written objection is made

and substantiated, the Independent Counsel selected may not serve as Independent

Counsel unless and until such objection is withdrawn or a court has determined

that such objection is without merit. If a Change in Control has occurred, the

Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee

requests that such selection be made by the Board, in which event the preceding

sentence shall apply) and approved by the Board (which approval shall not be

unreasonably withheld). If (i) an Independent Counsel is to make the

determination of entitlement pursuant to this Section 6, and (ii) within 20 days

after submission by the Indemnitee of a written request for indemnification

pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected

(and not objected to), either the Company or the Indemnitee may petition the

Delaware Court or other court of competent jurisdiction for resolution of any

objection which shall have been made by the Indemnitee to the Company’s

selection of Independent Counsel and/or for the appointment as Independent

Counsel of a person selected by the court or by such other person as the court

shall designate, and the person with respect to whom all objections are so resolved

or the person so appointed shall act as Independent Counsel under Section 6(b)

hereof. The Company shall pay any and all reasonable fees and expenses of

Independent Counsel incurred by such Independent Counsel in connection with

acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable

fees and expenses incident to the procedures of this Section 6(c), regardless of the

manner in which such Independent Counsel was selected or appointed.

(d)In making a determination with respect to entitlement to indemnification

hereunder, the person, persons or entity making such determination shall, to the

Fullest Extent Permitted By Applicable Law, presume that the Indemnitee is

entitled to indemnification under this Agreement, and the burden of proof and the

burden of persuasion by clear and convincing evidence to overcome this

presumption shall be on the Company. Neither the failure of the Company

(including by its directors or Independent Counsel) to have made a determination

prior to the commencement of any action pursuant to this Agreement that

indemnification is proper in the circumstances because the Indemnitee has met the

applicable standard of conduct, nor an actual determination by the Company

(including by its directors or Independent Counsel) that the Indemnitee has not

7

met such applicable standard of conduct, shall be a defense to the action or create

a presumption that the Indemnitee has not met the applicable standard of conduct.

(e)The Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s

action is based on the records or books of account of the Enterprise, including

financial statements, on information supplied to the Indemnitee by the officers of

the Enterprise in the course of their duties, on the advice of legal counsel for the

Enterprise, or on information or records given or reports made to the Enterprise

by an independent certified public accountant or by an appraiser or other expert

selected with reasonable care by the Enterprise. In addition, the knowledge and/or

actions, or failure to act, of any other director, officer, agent or employee of the

Enterprise shall not be imputed to the Indemnitee for purposes of determining the

right to indemnification under this Agreement. Whether or not the foregoing

provisions of this Section 6(e) are satisfied, it shall in any event be presumed that

the Indemnitee has at all times acted in good faith and in a manner the Indemnitee

reasonably believed to be in or not opposed to the best interests of the Company

and the burden of proof and the burden of persuasion by clear and convincing

evidence to overcome this presumption shall be on the Company.

(f)If the person, persons or entity empowered or selected under Section 6 to

determine whether the Indemnitee is entitled to indemnification shall not have

made a determination within 60 days after receipt by the Company of the request

therefor, the requisite determination of entitlement to indemnification shall, to the

Fullest Extent Permitted By Applicable Law, be deemed to have been made and

the Indemnitee shall be entitled to such indemnification absent (i) a misstatement

by the Indemnitee of a material fact, or an omission of a material fact necessary to

make the Indemnitee’s statement not materially misleading, in connection with

the request for indemnification, (ii) a prohibition of such indemnification under

applicable law or (iii) if the determination of entitlement to indemnification is to

be made by Independent Counsel pursuant to Section 6(b) of this Agreement;

provided, however, that such 60-day period may be extended for a reasonable

time, not to exceed an additional 30 days, if the person, persons or entity making

such determination with respect to entitlement to indemnification in good faith

requires such additional time to obtain or evaluate documentation and/or

information relating thereto; and provided, further, that the foregoing provisions

of this Section 6(f) shall not apply if the determination of entitlement to

indemnification is to be made by the stockholders pursuant to Section 6(b) of this

Agreement and if (A) within 15 days after receipt by the Company of the request

for such determination, the Board or the Disinterested Directors, if appropriate,

resolve to submit such determination to the stockholders for their consideration at

an annual meeting thereof to be held within 75 days after such receipt and such

determination is made thereat, or (B) a special meeting of stockholders is called

within 15 days after such receipt for the purpose of making such determination,

such meeting is held for such purpose within 60 days after having been so called

and such determination is made thereat.

8

(g)The Indemnitee shall cooperate with the person, persons or entity making such

determination with respect to the Indemnitee’s entitlement to indemnification,

including providing to such person, persons or entity upon reasonable advance

request any documentation or information that is not privileged or otherwise

protected from disclosure and that is reasonably available to the Indemnitee and

reasonably necessary to such determination. Any Independent Counsel, member

of the Board or stockholder of the Company shall act reasonably and in good faith

in making a determination regarding the Indemnitee’s entitlement to

indemnification under this Agreement. Any costs or Expenses (including

attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating

with the person, persons or entity making such determination shall be borne by

the Company (irrespective of the determination as to the Indemnitee’s entitlement

to indemnification) and the Company hereby indemnifies and agrees to hold the

Indemnitee harmless therefrom.

(h)The Company acknowledges that a settlement or other disposition of any action,

claim or Proceeding to which the Indemnitee is a party or potential party short of

final judgment may be successful on the merits or otherwise if it permits the

Indemnitee to avoid the expense, delay, distraction, disruption and uncertainty of

litigation. In the event that any action, claim or Proceeding to which the

Indemnitee is a party is resolved in any manner other than by adverse judgment

against the Indemnitee (including, without limitation, settlement of such action,

claim or Proceeding with or without payment of money or other consideration), it

shall to the Fullest Extent Permitted By Applicable Law be presumed that the

Indemnitee has been successful on the merits or otherwise in such Proceeding,

and the burden of proof and the burden of persuasion by clear and convincing

evidence to overcome this presumption shall be on the Company.

(i)The termination of any Proceeding or of any claim, issue or matter therein, by

judgment, order, settlement or conviction, or upon a plea of nolo contendere or its

equivalent, shall not (except as otherwise expressly provided in this Agreement)

of itself adversely affect the right of the Indemnitee to indemnification or create a

presumption that the Indemnitee did not act in good faith and in a manner which

the Indemnitee reasonably believed to be in, or not opposed to, the best interests

of the Company or, with respect to any criminal Proceeding, that the Indemnitee

had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

7.Remedies of the Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 6 of this

Agreement that the Indemnitee is not entitled to indemnification under this

Agreement, (ii) advancement of Expenses is not timely made pursuant to

Section 5 of this Agreement, (iii) no determination of entitlement to

indemnification is made pursuant to Section 6(b) of this Agreement within 90

days after receipt by the Company of the request for indemnification, (iv) if no

9

determination is required to be made by the Company pursuant to Section 1(c) of

this Agreement, payment of indemnification is not made pursuant to Section 1(c)

of this Agreement within 30 days after receipt by the Company of a written

request therefor or (v) payment of indemnification is not made within 30 days

after a determination has been made that the Indemnitee is entitled to

indemnification or such determination is deemed to have been made pursuant to

Section 6 of this Agreement, the Indemnitee shall be entitled to an adjudication in

an appropriate court, pursuant to Section 22 of this Agreement, of the

Indemnitee’s entitlement to such indemnification, contribution or advancement of

Expenses.

(b)In the event that a determination shall have been made pursuant to Section 6(b) of

this Agreement that the Indemnitee is not entitled to indemnification, any judicial

proceeding or arbitration commenced pursuant to this Section 7 shall be

conducted in all respects as a de novo trial, or arbitration, on the merits, and the

Indemnitee shall not be prejudiced by reason of the adverse determination under

Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this

Section 7, the Indemnitee shall be presumed to be entitled to indemnification

under this Agreement and the Company shall have the burden of proving the

Indemnitee is not entitled to indemnification or advancement of Expenses, as the

case may be. If the Indemnitee commences a judicial proceeding or arbitration

pursuant to this Section 7, the Indemnitee shall not be required to reimburse the

Company for any advances pursuant to Section 5 until a final determination is

made with respect to the Indemnitee’s entitlement to indemnification (as to which

all rights of appeal have been exhausted or lapsed).

(c)If a determination shall have been made pursuant to Section 6(b) of this

Agreement that the Indemnitee is entitled to indemnification, the Company shall

be bound by such determination in any judicial proceeding or arbitration

commenced pursuant to this Section 7, absent (i) a misstatement by the

Indemnitee of a material fact, or an omission of a material fact, necessary to make

the Indemnitee’s misstatement not materially misleading in connection with the

application for indemnification, or (ii) a prohibition of such indemnification under

applicable law.

(d)In the event that the Indemnitee, pursuant to this Section 7, incurs costs in a

judicial or arbitration proceeding or otherwise seeking to enforce the Indemnitee’s

rights under, or to recover damages for breach of, this Agreement, or to recover

under any directors’ and officers’ liability insurance policies maintained by the

Company, the Company shall, to the Fullest Extent Permitted By Applicable Law,

indemnify the Indemnitee against any and all Expenses and, if requested by the

Indemnitee, shall (within 10 days after receipt by the Company of a written

request therefor) advance, to the Fullest Extent Permitted By Applicable Law,

such Expenses to the Indemnitee that are incurred by or on behalf of the

Indemnitee in connection with any action brought by the Indemnitee for

10

indemnification or advancement of Expenses from the Company under this

Agreement or under any directors’ and officers’ liability insurance policies

maintained by the Company.

In the case of any action brought by the Indemnitee for indemnification, if the

Indemnitee (i) is wholly successful, on the merits or otherwise, on the underlying

claims, the Company shall indemnify the Indemnitee to the Fullest Extent

Permitted By Applicable Law, against all Expenses actually and reasonably

incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection

therewith, or (ii) is not wholly successful on the underlying claims but is

successful, on the merits or otherwise, as to one or more but less than all claims,

the Company shall indemnify the Indemnitee against all Expenses actually and

reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in

connection with each successfully resolved claim.

(e)The Company agrees that it shall not assert in any judicial or arbitral proceeding

commenced pursuant to this Section 7 that the procedures and presumptions of

this Agreement are not valid, binding and enforceable and shall stipulate in any

such court or before any such arbitrator that the Company is bound by all the

provisions of this Agreement.

(f)Notwithstanding anything in this Agreement to the contrary, no determination as

to entitlement to indemnification under this Agreement shall be required to be

made prior to the final disposition of the Proceeding.

8.Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as

provided by this Agreement shall not be deemed exclusive of any other rights to

which the Indemnitee may at any time be entitled under applicable law, the

Charter, any agreement, a vote of stockholders, a resolution of directors of the

Company, or otherwise; provided, however, that this Agreement shall supersede

and replace any rights and obligations of the Company and the Indemnitee with

respect to indemnification and the advancement of Expenses that are granted

pursuant to the Bylaws, and, for so long as this Agreement is in effect, the

Indemnitee waives any right to indemnification or advancement of Expenses from

the Company under the Bylaws that is not permitted or provided by this

Agreement. No amendment, alteration or repeal of this Agreement or of any

provision hereof shall eliminate, reduce or otherwise adversely affect any right or

protection of the Indemnitee under this Agreement with respect to any Proceeding

involving any action or omission that occurred or allegedly occurred prior to such

amendment, alteration or repeal. To the extent that a change in the DGCL,

whether by statute or judicial decision, permits greater indemnification than

would be afforded currently under the Charter, the Bylaws and this Agreement, it

is the intent of the parties hereto that the Indemnitee shall enjoy by this

Agreement the greater benefits so afforded by such change, and the scope of

11

indemnification provided by this Agreement shall be automatically extended to

include such greater indemnification rights. No right or remedy herein conferred

is intended to be exclusive of any other right or remedy, and every other right and

remedy shall be cumulative and in addition to every other right and remedy given

hereunder or now or hereafter existing at law or in equity or otherwise. The

assertion or employment of any right or remedy hereunder, or otherwise, shall not

prevent the concurrent assertion or employment of any other right or remedy.

(b)The Company shall make commercially reasonable efforts to obtain and maintain

in effect during the entire period for which the Company is obligated to indemnify

the Indemnitee under this Agreement, one or more policies of insurance with

reputable insurance companies to provide the directors and officers of the

Company with commercially reasonable coverage for losses from wrongful acts

and omissions and to ensure the Company’s performance of its indemnification

obligations under this Agreement. The Indemnitee shall be covered by such policy

or policies in accordance with its or their terms to the maximum extent of the

coverage available for any director or officer under such policy or policies. In all

such insurance policies, the Indemnitee shall be named as an insured in such a

manner as to provide the Indemnitee with the same rights and benefits as are

accorded to the most favorably insured of the Company’s directors and officers.

At the time of the receipt of a notice of a claim pursuant to the terms hereof, the

Company shall give prompt notice of the commencement of such proceeding to

the insurers in accordance with the procedures set forth in the respective policies.

The Company shall thereafter take all necessary or desirable action to cause such

insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of

such proceeding in accordance with the terms of such policies.

(c)[The Company hereby acknowledges that the Indemnitee has certain rights to

indemnification, advancement of Expenses and/or insurance provided by

Olympus Partners. With respect to any amounts that are subject to indemnity

under this Agreement and also subject to an indemnity obligation owed by

Olympus Partners, the Company hereby agrees (i) that, as compared to Olympus

Partners, the Company is the indemnitor of first resort with respect to any rights to

indemnification provided to the Indemnitee herein (i.e., its obligations to the

Indemnitee are primary and any obligation of Olympus Partners to advance

Expenses or to provide indemnification for the same Expenses or liabilities

incurred by the Indemnitee is secondary), (ii) that the Company shall be required

to advance the full amount of Expenses incurred by the Indemnitee and shall be

liable for the full amount of all Losses and Expenses to the extent legally

permitted and as required by the terms of this Agreement and the Charter or

Bylaws of the Company (or any other agreement between the Company and the

Indemnitee), without regard to any rights the Indemnitee may have against

Olympus Partners, and (iii) that the Company irrevocably waives, relinquishes

and releases Olympus Partners from any and all claims against Olympus Partners

for contribution, subrogation or any other recovery of any kind in respect thereof.

3 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

4 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

5 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

6 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

7 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

12

The Company further agrees that no advancement or payment by Olympus

Partners on behalf of the Indemnitee with respect to any claim for which the

Indemnitee has sought indemnification from the Company shall affect the

foregoing and Olympus Partners shall have a right of contribution and/or be

subrogated to the extent of such advancement or payment to all of the rights of

recovery of the Indemnitee against the Company. The Company and the

Indemnitee agree that Olympus Partners is an express third-party beneficiary of

the terms of this Section 8(c).]3

(d)[Except as provided in Section 8(c) above, in]4 In the event of any payment under

this Agreement, the Company shall be subrogated to the extent of such payment

to all of the rights of recovery of the Indemnitee [other than against Olympus

Partners)]5, who shall execute all papers required and take all action necessary to

secure such rights, including execution of such documents as are necessary to

enable the Company to bring suit to enforce such rights.

(e)[Except as provided in Section 8(c) above, the]6 The Company shall not be liable

under this Agreement to make any payment of amounts otherwise indemnifiable

(or for which advancement of Expenses is provided) hereunder if and to the extent

that the Indemnitee has otherwise actually received such payment under any

insurance policy, contract, agreement or otherwise.

9.Exception to Right of Indemnification. Notwithstanding any provision in this Agreement,

the Charter or the Bylaws, the Company shall not be obligated under this Agreement, the

Charter or the Bylaws to make any indemnity or advancement of Expenses in connection

with any claim made against the Indemnitee:

(a)for which payment has actually been made to or on behalf of the Indemnitee

under any insurance policy or other indemnity provision, except with respect to

any excess beyond the amount paid under any insurance policy or other indemnity

provision; [provided, that the foregoing shall not affect the rights of the

Indemnitee or Olympus Partners set forth in Section 8(c) above;]7 or

(b)for an accounting of profits made from the purchase and sale (or sale and

purchase) by the Indemnitee of securities of the Company within the meaning of

Section 16(b) of the Exchange Act, or similar provisions of state statutory law or

common law; or

(c)for reimbursement to the Company of any bonus or other incentive-based or

equity-based compensation or of any profits realized by the Indemnitee from the

sale of securities of the Company, in each case as required under the Exchange

13

Act (including any such reimbursements that arise from an accounting restatement

of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as

amended (the “Sarbanes-Oxley Act”), or Section 954 of the Dodd-Frank Wall

Street Reform and Consumer Protection Act in connection with an accounting

restatement of the Company or the payment to the Company of profits arising

from the purchase and sale by the Indemnitee of securities in violation of

Section 306 of the Sarbanes-Oxley Act); or

(d)in connection with any Proceeding (or any part of any Proceeding) initiated by the

Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by

the Indemnitee against the Company or its directors, officers, employees or other

indemnitees, unless (i) the Board authorized the Proceeding (or any such part of

any Proceeding) prior to its initiation, (ii) the Company provides the

indemnification, in its sole discretion, pursuant to the powers vested in the

Company under applicable law, or (iii) the Proceeding is one to enforce the

Indemnitee’s rights under this Agreement; or

(e)for reimbursement to the Company (such Proceeding, a “Clawback Proceeding”)

by the Indemnitee of any compensation pursuant to any compensation recoupment

or clawback policy adopted by the Board or the compensation committee of the

Board, including but not limited to any such policy adopted to comply with stock

exchange listing requirements implementing Section 10D of the Exchange Act (a

“Clawback Policy”).

(f)In furtherance of paragraph (e) of this Section 9, the Indemnitee hereby agrees to

abide by the terms of any Clawback Policy, including, without limitation, by

returning any compensation to the Company to the extent required by, and in a

manner permitted by, the Clawback Policy, and hereby understands and agrees

that Indemnitee shall not be entitled to any (x) indemnification for any liability

(including any amounts owed by the Indemnitee in a judgment or settlement of

any Clawback Proceeding) or Losses incurred by the Indemnitee in connection

with any Clawback Proceeding or (y) indemnification or advancement of

Expenses from the Company or any subsidiary of the Company incurred by the

Indemnitee in connection with any Clawback Proceeding; provided, however, that

if the Indemnitee is successful on the merits in the defense of any claim asserted

against the Indemnitee in a Clawback Proceeding, the Indemnitee shall be

indemnified for the Expenses that the Indemnitee reasonably incurred to defend

such claim. The Indemnitee hereby knowingly, voluntarily and intentionally

waives, and agrees not to assert any claim regarding, all indemnification,

advancement of Expenses and other rights to which the Indemnitee is now or

becomes entitled to under this Agreement, the Charter, the Bylaws, the governing

documents of each subsidiary of the Company and the DGCL, in each case to the

extent such waiver and agreement is necessary to give effect to the preceding

sentence of this paragraph. The Indemnitee agrees and acknowledges that the

compensation the Indemnitee has or will receive from the Company or any of its

8 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

14

subsidiaries constitutes fair and adequate consideration in exchange for the waiver

and agreement provided by the Indemnitee in this paragraph.

10.Duration of Agreement. All agreements and obligations of the Company contained herein

shall continue after the Indemnitee has ceased to be a director, officer, partner, trustee,

member, manager, employee, agent or fiduciary of the Company or of any other

Enterprise. This Agreement shall be binding upon and inure to the benefit of and be

enforceable by the parties hereto and their respective successors (including any direct or

indirect successor by purchase, merger, consolidation or otherwise to all, substantially all

or a substantial part of the business and/or assets of the Company), assigns, spouses,

heirs, executors, administrators and personal and legal representatives.

11.Security. To the extent requested by the Indemnitee and approved by the Board, the

Company may at any time and from time to time provide security to the Indemnitee for

the Company’s obligations hereunder through an irrevocable bank line of credit, funded

trust or other collateral. Any such security, once provided to the Indemnitee, may not be

revoked or released without the prior written consent of the Indemnitee.

12.[Indemnification of Olympus Partners. If (i) the Indemnitee is or was affiliated with

Olympus Partners, (ii) Olympus Partners is, or is threatened to be made, a party to or a

participant in any Proceeding, and (iii) Olympus Partners’ involvement in the Proceeding

results from any claim based on the Indemnitee’s service to the Company as a director or

other fiduciary of the Company, Olympus Partners will be entitled to indemnification and

advancement of Expenses hereunder to the same extent, and upon the same terms and

conditions, as the Indemnitee. The Company and the Indemnitee agree that Olympus

Partners is an express third-party beneficiary of the terms of this Section 12.] 8

13.Enforcement.

(a)The Company expressly confirms and agrees that it has entered into this

Agreement and assumes the obligations imposed on it hereby in order to induce

the Indemnitee to serve and to continue to serve as a director or officer of the

Company, and the Company acknowledges that the Indemnitee is relying upon

this Agreement in serving and continuing to serve as a director or officer of the

Company.

(b)This Agreement constitutes the entire agreement between the parties hereto with

respect to the subject matter hereof and supersedes all prior agreements and

understandings, oral, written and implied, between the parties hereto with respect

to the subject matter hereof.

(c)The Company shall not seek from a court, or agree to, a “bar order” that would

have the effect of prohibiting or limiting the Indemnitee’s rights to receive

advancement of Expenses under this Agreement.

15

(d)The Company shall require and cause any successor (including any direct or

indirect successor by purchase, merger, consolidation or otherwise to all,

substantially all or a substantial part of the business and/or assets of the Company)

to expressly assume and agree to perform this Agreement in the same manner and

to the same extent that the Company would be required to perform if no such

succession had taken place.

(e)The Company and the Indemnitee agree herein that a monetary remedy for breach

of this Agreement, at some later date, may be inadequate, impracticable and

difficult to prove, and further agree that such breach may cause the Indemnitee

irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may

enforce this Agreement by seeking injunctive relief and/or specific performance

hereof, without any necessity of showing actual damage or irreparable harm and

that by seeking injunctive relief and/or specific performance, the Indemnitee shall

not be precluded from seeking or obtaining any other relief to which the

Indemnitee may be entitled. The Company and the Indemnitee further agree that

the Indemnitee shall be entitled to such specific performance and injunctive relief,

including temporary restraining orders, preliminary injunctions and permanent

injunctions, without the necessity of posting bonds or other undertaking in

connection therewith. The Company acknowledges that in the absence of a

waiver, a bond or undertaking may be required of the Indemnitee by the court,

and the Company hereby waives any such requirement of such a bond or

undertaking.

14.Definitions. For purposes of this Agreement:

(a)“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3

under the Exchange Act.

(b)“Change in Control” shall be deemed to occur upon the earliest to occur after the

date of this Agreement of any of the following events:

(i)a change in ownership or control of the Company effected through a

transaction or series of transactions (other than an offering of shares to the

general public through a registration statement filed with the U.S.

Securities and Exchange Commission or similar non-U.S. regulatory

agency) whereby any “person,” as such term is used in Sections 13(d)

and 14(d) of the Exchange Act (other than the Company, any trustee or

other fiduciary holding securities under any employee benefit plan of the

Company, or any company owned, directly or indirectly, by the

stockholders of the Company in substantially the same proportions as their

ownership of the Company), becomes the Beneficial Owner, directly or

indirectly, of securities of the Company representing 50% or more of the

combined voting power of the Company’s then-outstanding securities,

excluding for purposes herein, acquisitions pursuant to a Business

16

Combination that does not constitute a Change in Control as defined

in Section 14(b)(ii);

(ii)the consummation of a merger, reorganization or consolidation of the

Company with or into the Company or in which equity securities of the

Company are issued (each, a “Business Combination”), other than a

merger, reorganization or consolidation that would result in the voting

securities of the Company outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by being

converted into voting securities of the surviving entity or its direct or

indirect parent) more than 50% of the combined voting power of the

voting securities of the Company or such surviving entity (or, as

applicable, a direct or indirect parent of the Company or such surviving

entity), outstanding immediately after such merger, reorganization or

consolidation; provided, however, that a merger, reorganization or

consolidation effected to implement a recapitalization of the Company (or

similar transaction) in which no person (other than those covered by the

exceptions in Section 14(b)(i)) acquires more than 50% of the combined

voting power of the Company’s then-outstanding securities shall not

constitute a Change in Control;

(iii)the date, within any consecutive two-year period commencing on or after

the date of this Agreement, upon which individuals who, at the beginning

of such period, constitute the Board together with any new director(s)

(other than a director designated by a person who has entered into an

agreement with the Company to effect a transaction described in

Section 14(b)(i), 14(b)(ii) or 14(b)(iv) of this Agreement) whose election

by the Board or nomination for election by the Company’s stockholders

was approved by a vote of at least two-thirds of the directors then in office

who either were directors at the beginning of the two-year period or whose

election or nomination for election was previously so approved, cease for

any reason to constitute a majority thereof;

(iv)a complete liquidation or dissolution of the Company or the

consummation of a sale or disposition by the Company of all or

substantially all of the Company’s assets other than the sale or disposition

of all or substantially all of the assets of the Company to a person or

persons who beneficially own, directly or indirectly, 50% or more of the

combined voting power of the outstanding voting securities of the

Company at the time of the sale; or

(v)the occurrence of any other event of a nature that would be required to be

reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a

response to any similar item on any similar schedule or form) promulgated

under the Exchange Act, whether or not the Company is then subject to

17

such reporting requirement, except the completion of the Company’s

initial public offering shall not be considered a Change in Control.

Notwithstanding anything contained herein, a transaction shall not

constitute a “Change in Control” for the purposes of this definition if

(1) the Company becomes a direct or indirect wholly owned subsidiary of

a holding company and (2) the direct or indirect holders of the voting

stock of such holding company immediately following that transaction are

substantially the same as the holders of the Company’s voting stock

immediately prior to that transaction.

(c)“Corporate Status” describes the status of a person who is or was a director,

officer, partner, trustee, member, manager, employee, agent or fiduciary of the

Company or of any other Enterprise.

(d)“Disinterested Director” means a director of the Company who is not and was not

a party to the Proceeding in respect of which indemnification is sought by the

Indemnitee.

(e)“Enterprise” shall mean the Company and any corporation, partnership, joint

venture, trust, limited liability company, employee benefit plan or other enterprise

that the Indemnitee is or was serving at the request of the Company as a director,

officer, trustee, partner, member, manager, employee, agent or fiduciary.

(f)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(g)“Expenses” shall mean all reasonable direct and indirect costs, fees and expenses

of any type or nature whatsoever and shall specifically include, without limitation,

all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs

of experts and other professionals, witness fees, travel expenses, duplicating costs,

printing and binding costs, telephone charges, postage, delivery service fees and

all other disbursements or expenses of the types customarily incurred in

connection with prosecuting, defending, preparing to prosecute or defend,

investigating, participating, or being or preparing to be a witness in, or otherwise

participating in, a Proceeding, or responding to, or objecting to, a request to

provide discovery in any Proceeding. Expenses also shall include Expenses

incurred in connection with any appeal resulting from any Proceeding, including

without limitation the premium, security for, and other costs relating to any cost

bond, supersedeas bond, or other appeal bond or its equivalent, and any federal,

state, local or foreign taxes imposed on the Indemnitee as a result of the actual or

deemed receipt of any payments under this Agreement, as well as all reasonable

attorneys’ fees and all other expenses incurred by or on behalf of the Indemnitee

in connection with preparing and submitting any requests or statements for

indemnification, advancement, contribution or any other right provided by this

Agreement. Expenses, however, shall not include amounts paid in settlement by

the Indemnitee or the amount of judgments or fines against the Indemnitee.

18

(h)“Fullest Extent Permitted By Applicable Law” includes, but is not limited to: (a)

to the fullest extent permitted by the applicable provision of the DGCL, or the

corresponding provision of any amendment to or replacement of the DGCL, and

(b) to the fullest extent authorized or permitted by any amendments to or

replacements of the DGCL adopted after the date of this Agreement that increase

the extent to which a corporation may indemnify its directors and officers.

(i)“Independent Counsel” means a law firm, or a member of a law firm, that is

experienced in matters of Delaware corporation law and neither presently is, nor

in the past 5 years has been, retained to represent: (i) the Company or the

Indemnitee in any matter material to either such party (other than with respect to

matters concerning the Indemnitee under this Agreement, or of other indemnitees

under similar indemnification agreements), or (ii) any other party to the

Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding

the foregoing, the term “Independent Counsel” shall not include any person who,

under the applicable standards of professional conduct then prevailing, would

have a conflict of interest in representing either the Company or the Indemnitee in

an action to determine the Indemnitee’s rights under this Agreement.

(j)“Losses” means all liabilities, judgments, fines, penalties, costs, losses, excise

taxes or penalties under the Employee Retirement Income Security Act of 1974,

as amended from time to time, amounts paid in settlement (including all interest

assessments and other charges paid or payable in connection with or in respect of

such liabilities, losses, judgements, fines, excise taxes, penalties and costs) and

other amounts that the Indemnitee reasonably incurs and that result from, arise in

connection with or are by reason of the Indemnitee’s Corporate Status.

(k)“Proceeding” includes any threatened, pending or completed action, suit, claim,

counterclaim, cross claim, arbitration, mediation, alternate dispute resolution

mechanism, investigation, inquiry, administrative hearing or any other actual,

threatened or completed proceeding, whether brought by or in the right of the

Company or otherwise and whether civil, criminal, administrative or

investigative, in which the Indemnitee was, is or will be involved as a party,

potential party, non-party witness or otherwise, by reason of the Indemnitee’s

Corporate Status or by reason of any action taken by the Indemnitee or of any

inaction on the Indemnitee’s part while acting in the Indemnitee’s Corporate

Status, in each case whether or not the Indemnitee is acting or serving in any such

capacity at the time any liability or expense is incurred for which indemnification

can be provided under this Agreement, and including one pending on or before

the date of this Agreement, but excluding one initiated by an Indemnitee pursuant

to Section 7 of this Agreement to enforce the Indemnitee’s rights under this

Agreement.

(l)[“Olympus Partners” means, collectively, Olympus Partners, LP and any entity

that controls, is controlled by or under common control with Olympus Partners,

9 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

10 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

19

LP (other than the Company and any entity that is controlled by the Company)

and any investment vehicles or funds managed or controlled, directly or

indirectly, by or otherwise affiliated with Olympus Partners, LP.]9

15.Severability. If any provision or provisions of this Agreement shall be held to be invalid,

illegal or unenforceable for any reason whatsoever: (i) the validity, legality and

enforceability of the remaining provisions of this Agreement (including, without

limitation, each portion of any section, paragraph or sentence of this Agreement

containing any such provision held to be invalid, illegal or unenforceable, that is not itself

invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and

shall remain enforceable to the Fullest Extent Permitted By Applicable Law, (ii) such

provision or provisions shall be deemed reformed to the fullest extent necessary to

conform to applicable law and to give the maximum effect to the intent of the parties

hereto, and (iii) to the Fullest Extent Permitted By Applicable Law, the provisions of this

Agreement (including, without limitation, each portion of any section, paragraph or

sentence of this Agreement containing any such provision held to be invalid, illegal or

unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as

to give effect to the intent manifested thereby. Without limiting the generality of the

foregoing, this Agreement is intended to confer upon the Indemnitee [and Olympus

Partners]10 indemnification rights to the Fullest Extent Permitted By Applicable Law.

16.Modification and Waiver. No supplement, modification, termination or amendment of

this Agreement shall be binding unless executed in writing by both of the parties hereto.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute

a waiver of any other provisions hereof (whether or not similar) nor shall such waiver

constitute a continuing waiver.

17.Notice By the Indemnitee. The Indemnitee agrees to promptly notify the Company in

writing upon being served with or otherwise receiving any summons, citation, subpoena,

complaint, indictment, information or other document relating to any Proceeding or

matter which may be subject to indemnification or advancement of Expenses covered

hereunder. The failure to so notify the Company shall not relieve the Company of any

obligation which it may have to the Indemnitee under this Agreement or otherwise unless

and only to the extent that such failure or delay materially prejudices the interests of the

Company.

18.Notices. All notices and other communications given or made pursuant to this Agreement

shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the

party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent

during normal business hours of the recipient, and if not so confirmed, then on the next

business day, (iii) five days after having been sent by registered or certified mail, return

receipt requested, postage prepaid, or (iv) one day after deposit with a nationally

20

recognized overnight courier, specifying next day delivery, with written verification of

receipt. All communications shall be sent:

(a)To the Indemnitee at the address set forth below the Indemnitee’s signature

hereto.

(b)To the Company at:

Accelevation Holdings Corp. 9555 N. Springboro Pike, Suite 400 Miamisburg, Ohio 45342 Attention:        Michael Rubiera E-mail:            ****

or to such other address as may have been furnished to the Indemnitee by the Company

or to the Company by the Indemnitee, as the case may be.

19.Construction. Whenever required by the context, as used in this Agreement the singular

number shall include the plural, the plural shall include the singular, and all words herein

in any gender shall be deemed to include (as appropriate) the masculine, feminine and

neuter genders. References to “day” shall mean a calendar day unless expressly stated to

the contrary.

20.Counterparts. This Agreement may be executed in two or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the

same Agreement. Counterparts may be delivered via facsimile, electronic mail (including

pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,

www.docusign.com) or other transmission method and any counterpart so delivered shall

be deemed to have been duly and validly delivered and be valid and effective for all

purposes.

21.Headings. The headings of the paragraphs of this Agreement are inserted for convenience

only and shall not be deemed to constitute part of this Agreement or to affect the

construction thereof.

22.Governing Law and Consent to Jurisdiction. This Agreement and the legal relations

among the parties shall be governed by, and construed and enforced in accordance with,

the laws of the State of Delaware, without regard to its conflict of laws rules. The

Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any

action or proceeding arising out of or in connection with this Agreement shall, unless the

Company consents in writing to the selection of an alternate forum, be brought only in

the Delaware Court (or, if and only if the Delaware Court lacks subject matter

jurisdiction, any state court located within the State of Delaware or, if and only if all such

state courts lack subject matter jurisdiction, the federal district court for the District of

Delaware), (ii) generally and unconditionally consent to submit to the exclusive

jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of

11 Note to Draft: Bracketed language to be included for Olympus affiliated directors.

21

or in connection with this Agreement, (iii) irrevocably appoint, to the extent such party is

not otherwise subject to service of process in the State of Delaware, The Corporation

Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware

19801, as its agent in the State of Delaware as such party’s agent for acceptance of legal

process in connection with any such action or proceeding against such party with the

same legal force and validity as if such party had been personally served within the State

of Delaware, (iv) waive any objection to the laying of venue of any such action or

proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any

claim that any such action or proceeding brought in the Delaware Court has been brought

in an improper or inconvenient forum.

23.[Non-Exclusive Capacities of Indemnitee. The Company acknowledges and agrees that

Indemnitee provides services to entities other than the Company. The Company further

acknowledges and agrees that Olympus Partners invests in entities other than the

Company, and may also provide financial, operational and other advisory services to such

entities in connection with such investments.]11

[SIGNATURE PAGE FOLLOWS]

[Signature Page to Indemnification Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as

of the day and year first written above.

	ACCELEVATION HOLDINGS CORP.
	By:
		Name:
		Title:
	INDEMNITEE
	Name:
	Address: