Exhibit 1.1

30,000,000 Shares

ACCELEVATION HOLDINGS CORP.

CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE

UNDERWRITING AGREEMENT

September 29, 2026

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

hereto.

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

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

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

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

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

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

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

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

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

sometimes collectively referred to as the “Sellers.”

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

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

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

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

“Organizational Transactions”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Registration Statement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Time of Sale Prospectus and the Prospectus

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

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

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

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

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

Prospectus.

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

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

the Underwriters that:

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

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

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

knowledge of the Accelevation Parties, threatened by the Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and agreed that the

only such information furnished by any Underwriter consists of the Underwriter

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a whole.

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

performance of the Accelevation Parties and their respective obligations thereunder and

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

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

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

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

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

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

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

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

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

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

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

paid and non-assessable.

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

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

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

rights.

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

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

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

the consummation of the transactions contemplated herein, including the Organizational

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

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

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

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

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

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

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

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

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

qualification with, any governmental body, agency or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Organizational Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

applicable rules and regulations of the Commission thereunder.

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

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

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

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

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

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

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

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

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

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

facilitate the sale or resale of the Shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

aggregate, have a Material Adverse Effect.

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

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

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

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

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

aggregate, have a Material Adverse Effect.

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

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

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

the Accelevation Parties or to require the Accelevation

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

Statement except those contracts, agreements and understandings described in the

Registration Statement, Time of Sale Prospectus and the Prospectus.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Money Laundering Laws”).

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

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

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

owned or controlled by one or more Persons that are:

(A)the subject of any sanctions administered or enforced

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

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

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

Majesty’s Treasury, or any other relevant sanctions authority

(collectively, “Sanctions”), or

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

that is the subject of comprehensive territorial Sanctions (including,

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

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

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

North Korea).

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

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

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

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

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

government is or was, the subject of Sanctions.

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

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

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

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

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

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

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

financing activities; or

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

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

Sanctions by any Person (including any Person participating in the

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

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

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

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

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

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

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

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

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

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

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

Sanctions, and with the representations and warranties contained herein.

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

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

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

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

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

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

Department under U.S. Executive Order

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

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

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

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

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

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

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

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

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

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

under this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Parties and their

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

Organizational Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

alleging any infringement, misappropriation or other violation of Intellectual Property

Rights,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

enforceable invention assignment agreement whereby such Persons presently assign all of

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

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

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

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

commercially reasonable steps to appropriately maintain and protect the confidentiality of

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

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

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

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

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

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

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

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

using any Company IP.

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

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

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

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

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

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

if created without the use of such AI Tool.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

their respective subsidiaries is subject to any escrow obligation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

any of their

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

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

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

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

subsidiaries have taken all technical and organizational measures necessary to maintain

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

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

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

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

reasonable information technology, information security, cyber security and data

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

encryption, technological and physical safeguards and business continuity/disaster

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

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

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

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

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

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

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

any such Breach.

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

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

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

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

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

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

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

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

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

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

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

conditions of employment, and immigration.

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

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

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

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

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

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

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

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

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

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

value of the assets under

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

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

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

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

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

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

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

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

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

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

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

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

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

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

their respective subsidiaries have any “accumulated post-retirement benefit

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

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

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

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

a member.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the Securities Act and present fairly the consolidated

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

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

financial statements have been prepared in conformity with generally accepted

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

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

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

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

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

consolidated subsidiaries and presents fairly in all material respects the information

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

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

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

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

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

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

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

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

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

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

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

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

material respects.

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

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

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

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

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

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

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

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

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

internal accounting controls designed to provide reasonable assurance that transactions

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

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

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

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

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

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

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

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

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

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

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

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

Prospectus and Prospectus.

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

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

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

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

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

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

warrants.

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

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

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

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

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

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

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

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

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

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

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

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

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

Adverse Effect.

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

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

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

Growth Company”).

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

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

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

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

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

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

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

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

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

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

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

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

with

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

Act.

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

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

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

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

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

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

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

under which they were made, not misleading.

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

preliminary prospectus comply, and any amendments or supplements thereto will

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

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

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

Program.

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

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

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

being offered.

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

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

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

such allocation decision.

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

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

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

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

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

information about the Company or its products.

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

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

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

Selling Shareholder.

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

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

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

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

Agreement”) (if applicable), will not

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

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

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

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

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

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

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

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

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

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

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

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

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

regulations of FINRA.

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

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

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

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

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

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

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

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

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

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

Shareholder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

accordance with its certificate of incorporation,

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

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

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

UCC.

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

agreement in substantially the form attached hereto as Exhibit A.

(g)[Reserved.]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Shareholder Information”).

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

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

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

are:

(A)the subject of any Sanctions, or

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

that is the subject of comprehensive territorial Sanctions

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

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

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

Iran, and North Korea).

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

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

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

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

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

the subject of Sanctions.

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

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

venture partner or other Person:

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

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

whose government is, the subject of Sanctions;

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

activities; or

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

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

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

advisor, investor or otherwise);

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

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

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

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

used for any of the foregoing purposes.

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

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

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

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

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

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

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

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

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

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

representations and warranties contained herein.

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

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

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

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

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

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

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

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

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

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

under this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

Underwriter bears to the total number of Firm Shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

if any, that Additional

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

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

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

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

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

bears to the total number of Firm Shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

Date.”

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

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

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

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

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

be designated in writing by the Representatives.

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

denominations as the Representatives shall request not later than one full business day prior to

the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares

and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option

Closing Date, as the case may be, for the respective accounts of the several Underwriters. The

Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or

on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters,

(ii) in the case of Additional Shares, any dividend adjustment pursuant to Section 3, and (iii) any

withholding required by law.

6.Conditions to the Underwriters’ Obligations. The obligations of the Sellers to sell

the Shares to the Underwriters and the several obligations of the Underwriters to purchase and

pay for the Shares on the Closing Date are subject to the condition that the Registration

Statement shall have become effective not later than 4:00 p.m. (New York City time) on the date

hereof.

The several obligations of the Underwriters are subject to the following further

conditions:

(a)Subsequent to the execution and delivery of this Agreement and prior to the Closing

Date:

(i)no order suspending the effectiveness of the Registration Statement

shall be in effect, and no proceeding for such purpose or pursuant to Section 8A

under the Securities Act shall be pending before or, to the knowledge of the

Accelevation Parties, threatened by the Commission;

(ii)there shall not have occurred any downgrading, nor shall any

notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in

the rating accorded any of the securities of the Accelevation Parties or any of their

respective subsidiaries by any “nationally recognized statistical rating

organization,” as such term is defined in Section 3(a)(62) of the Exchange Act;

and

(iii)there shall not have occurred any event, effect or circumstance

that, individually or in the aggregate, has involved or is reasonably likely to

involve a change in the condition, financial or otherwise, or in the earnings,

business, operations or prospects of the Accelevation Parties and their respective

subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus

that, in the Representatives’ judgment, is material and adverse and that makes it,

in the Representatives’ judgment, impracticable to market the Shares on the terms

and in the manner contemplated in the Time of Sale Prospectus.

(b)Prior to the Closing Date:

(i)the Organizational Transactions shall have been duly

consummated at the respective times and on the terms contemplated by this

Agreement, the Registration Statement, the Time of Sale Prospectus and the

Prospectus; and

(ii)the Representatives shall have received a copy of the amended and

restated charter of the Company certified by the Secretary of State of the State of

Delaware, along with executed copies of the documents listed on Schedule IV

hereto, and such other evidence that the Organizational Transactions have been

consummated as the Representatives may reasonably request.

(c)The Underwriters shall have received on the Closing Date a certificate, dated the Closing

Date and signed by an executive officer of each of the Accelevation Parties, to the effect

set forth in Sections 6(a)(i) and 6(a)(ii), and to the effect that the representations and

warranties of the Accelevation Parties contained in this

Agreement are true and correct as of the Closing Date; and that the Accelevation Parties

have complied with all of the agreements and satisfied all of the conditions on their part

to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering each such certificate may rely upon the best of his or

her knowledge as to proceedings threatened.

(d)The Underwriters shall have received on the Closing Date an opinion and negative

assurance letter of Kirkland & Ellis LLP, outside counsel for the Company, dated the

Closing Date, each in form and substance reasonably satisfactory to the Representatives.

(e)The Underwriters shall have received on the Closing Date an opinion letter of Kirkland &

Ellis LLP, counsel for the Selling Shareholders, dated the Closing Date, each in form and

substance reasonably satisfactory to the Representatives.

(f)The Underwriters shall have received on the Closing Date an opinion and negative

assurance letter of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, dated

the Closing Date, each in form and substance reasonably satisfactory to the

Representatives.

With respect to the negative assurance letters to be delivered pursuant to Sections 6(d)

and 6(f) above, Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP may state that their

opinions and beliefs are based upon their participation in the preparation of the Registration

Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements

thereto and review and discussion of the contents thereof, but are without independent check or

verification, except as specified.

The opinions of Kirkland & Ellis LLP described in Sections 6(d) and 6(e) above shall be

rendered to the Underwriters at the request of the Company or one or more of the Selling

Shareholders, as the case may be, and shall so state therein.

(g)The Underwriters shall have received, on each of the date hereof and the Closing Date, a

letter dated the date hereof or the Closing Date, as the case may be, in form and substance

satisfactory to the Representatives, from Grant Thornton LLP, independent public

accountants, containing statements and information of the type ordinarily included in

accountants’ “comfort letters” to underwriters with respect to the financial statements and

certain financial information contained in the Registration Statement, the Time of Sale

Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall

use a “cut-off date” not earlier than the date hereof.

(h)The Underwriters shall have received, on each of the date hereof and the Closing Date, a

certificate dated the date hereof or the Closing Date, as the case may be, and signed by

the chief financial officer of the Company, in his capacity as such, with respect to certain

financial and accounting information in the Registration Statement, the Time of Sale

Prospectus and the Prospectus, in form and substance reasonably satisfactory to the

Representatives.

(i)The “lock-up” agreements, each substantially in the form attached hereto as Exhibit A

between the Representatives, the Selling Shareholders and certain securityholders,

officers and directors of the Accelevation Parties (the “Lock-Up Agreements”), shall be

in full force and effect on the Closing Date.

(j)The several obligations of the Underwriters to purchase Additional Shares hereunder are

subject to the delivery to the Representatives on the applicable Option Closing Date of

the following:

(i)a certificate, dated the Option Closing Date and signed by an

executive officer of each of the Accelevation Parties, confirming that the

certificate delivered on the Closing Date pursuant to Section 6(c) hereof remains

true and correct as of such Option Closing Date;

(ii)an opinion and negative assurance letter of Kirkland & Ellis LLP,

outside counsel for the Company, dated the Option Closing Date, relating to the

Additional Shares to be purchased on such Option Closing Date and otherwise to

the same effect as the opinion required by Section 6(d) hereof;

(iii)an opinion letter of Kirkland & Ellis LLP, outside counsel for the

Selling Shareholders, dated the Option Closing Date, relating to the Additional

Shares to be purchased on such Option Closing Date and otherwise to the same

effect as the opinion required by Section 6(e) hereof;

(iv)an opinion and negative assurance letter of Simpson Thacher &

Bartlett LLP, counsel for the Underwriters, dated the Option Closing Date,

relating to the Additional Shares to be purchased on such Option Closing Date

and otherwise to the same effect as the opinion required by Section 6(f) hereof;

(v)a letter dated the Option Closing Date, in form and substance

satisfactory to the Representatives, from Grant Thornton LLP, independent public

accountants, substantially in the same form and substance as the letter furnished to

the Underwriters pursuant to Section 6(g) hereof; provided that the letter delivered

on the Option Closing Date shall use a “cut-off date” not earlier than two business

days prior to such Option Closing Date;

(vi)a certificate dated the Option Closing Date, in the form and

substance reasonably satisfactory to the Representatives, signed by the chief

financial officer of the Company, and otherwise to the same effect as the

certificate required by Section 6(h) hereof; and

(vii)such other documents as the Representatives may reasonably

request with respect to the good standing of the Accelevation Parties and their

respective subsidiaries, the due authorization and

issuance of the Additional Shares to be sold on such Option Closing Date and

other matters related to the issuance of such Additional Shares.

7.Covenants of the Accelevation Parties. Each of the Accelevation Parties covenants

with each Underwriter as follows, as applicable:

(a)To furnish to the Representatives, without charge, signed copies of the Registration

Statement (including exhibits thereto) and for delivery to each other Underwriter a

conformed copy of the Registration Statement (without exhibits thereto) and to furnish to

the Representatives in New York City, without charge, prior to 10:00 a.m. New York

City time on the business day next succeeding the date of this Agreement and during the

period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale

Prospectus, the Prospectus and any supplements and amendments thereto or to the

Registration Statement as the Representatives may reasonably request.

(b)Before amending or supplementing the Registration Statement, the Time of Sale

Prospectus or the Prospectus, to furnish to the Representatives a copy of each such

proposed amendment or supplement and not to file any such proposed amendment or

supplement to which the Representatives reasonably object, and to file with the

Commission within the applicable period specified in Rule 424(b) under the Securities

Act any prospectus required to be filed pursuant to such Rule.

(c)To furnish to the Representatives a copy of each proposed free writing prospectus to be

prepared by or on behalf of, used by, or referred to by the Company and not to use or

refer to any proposed free writing prospectus to which the Representatives reasonably

object.

(d)Not to take any action that would result in an Underwriter or the Company being required

to file with the Commission pursuant to Rule 433(d) under the Securities Act a free

writing prospectus prepared by or on behalf of the Underwriter that the Underwriter

otherwise would not have been required to file thereunder.

(e)If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time

when the Prospectus is not yet available to prospective purchasers and any event shall

occur or condition exist as a result of which it is necessary to amend or supplement the

Time of Sale Prospectus in order to make the statements therein, in the light of the

circumstances, not misleading, or if any event shall occur or condition exist as a result of

which the Time of Sale Prospectus conflicts with the information contained in the

Registration Statement then on file, or if, in the opinion of counsel for the Underwriters,

it is necessary to amend or supplement the Time of Sale Prospectus to comply with

applicable law, forthwith to prepare, file with the Commission and furnish, at its own

expense, to the Underwriters and to any dealer upon request, either amendments or

supplements to the Time of Sale Prospectus so that the statements in the Time of Sale

Prospectus as so amended or supplemented will not, in the light of the circumstances

when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading

or so that the

Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the

Registration Statement, or so that the Time of Sale Prospectus, as amended or

supplemented, will comply with applicable law.

(f)If, during such period after the first date of the public offering of the Shares as in the

opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice

referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in

connection with sales by an Underwriter or dealer, any event shall occur or condition

exist as a result of which it is necessary to amend or supplement the Prospectus in order

to make the statements therein, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a

purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is

necessary to amend or supplement the Prospectus to comply with applicable law,

forthwith to prepare, file with the Commission and furnish, at its own expense, to the

Underwriters and to the dealers (whose names and addresses the Representatives will

furnish to the Company) to which Shares may have been sold by the Representatives on

behalf of the Underwriters and to any other dealers upon request, either amendments or

supplements to the Prospectus so that the statements in the Prospectus as so amended or

supplemented will not, in the light of the circumstances when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a

purchaser, be misleading or so that the Prospectus, as amended or supplemented, will

comply with applicable law.

(g)If required by applicable law, to endeavor to qualify the Shares for offer and sale under

the securities or Blue Sky laws of such jurisdictions as the Representatives shall

reasonably request; provided that in no event shall the Company be obligated to qualify

to do business in any jurisdiction where it is not now so qualified or to take any action

that would subject it to service of process in suits, other than those arising out of the

offering or sale of the Shares, or taxation in any jurisdiction where it is not now so

subject.

(h)To make generally available to the Company’s security holders and to the

Representatives as soon as practicable an earnings statement covering a period of at least

twelve months beginning with the first fiscal quarter of the Company occurring after the

date of this Agreement which shall satisfy the provisions of Section 11(a) of the

Securities Act and the rules and regulations of the Commission thereunder (which may be

satisfied by filing with the Commission’s Electronic Data Gathering Analysis and

Retrieval System).

(i)To comply with all applicable securities and other laws, rules and regulations in each

jurisdiction in which the Directed Shares are offered in connection with the Directed

Share Program.

(j)The Company will promptly notify the Representatives if the Company ceases to be an

Emerging Growth Company at any time prior to the later of (i) completion

of the distribution of the Shares within the meaning of the Securities Act and (ii)

completion of the Restricted Period (as defined below).

(k)If at any time following the distribution of any Testing-the-Waters Communication that is

a written communication within the meaning of Rule 405 under the Securities Act there

occurred or occurs an event or development as a result of which such Testing-the-Waters

Communication included or would include an untrue statement of a material fact or

omitted or would omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances existing at that subsequent time, not misleading,

the Accelevation Parties will promptly notify the Representatives and will promptly

amend or supplement, at their own expense, such Testing-the-Waters Communication to

eliminate or correct such untrue statement or omission.

(l)(i) Each of the Accelevation Parties also covenants with each Underwriter that, without

the prior written consent of the Representatives on behalf of the Underwriters, it will not,

and will not publicly disclose an intention to, during the period commencing on the date

hereof and ending immediately after the close of the Trading Day (as defined below)

occurring on the 180th day after the date of the Prospectus (the “180th Day”) or, if the

180th Day is not a Trading Day, ending immediately after the close of the last Trading

Day immediately preceding the 180th Day (such period of time between the date hereof

and, as the case may be, the 180th Day or the last Trading Day immediately preceding the

180th Day, referred to herein as the “Restricted Period”), (1) offer, pledge, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell,

grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,

directly or indirectly, any shares of Common Stock or any securities convertible into or

exercisable or exchangeable for Common Stock (collectively, “Lock-Up Securities”),

including units of Holdings LLC, or (2) enter into any swap, loan or other arrangement

(including, without limitation, any short sale or the purchase or sale of, or entry into, any

put or call option, or combination thereof, forward or any other derivative transaction or

instrument, however described or defined) that transfers to another, in whole or in part,

directly or indirectly, any of the economic consequences of ownership of any Lock-Up

Securities, whether any such transaction described in clause (1) or (2) above is to be

settled by delivery of Common Stock or such other Lock-Up Securities, in cash or

otherwise or (3) file or confidentially submit any registration statement with the

Commission relating to the offering of any shares of Common Stock or any securities

convertible into or exercisable or exchangeable for Common Stock. For purposes of this

Agreement, a “Trading Day” is a day on which the Nasdaq Stock Market (“Nasdaq”) is

open for the buying and selling of securities.

(ii)The restrictions contained in the preceding paragraph shall

not apply to (A) the Shares to be sold hereunder, (B) the issuance by the

Company of shares of Common Stock upon the exercise of an option or warrant

or the conversion of a security outstanding on the date hereof as described in

each of the Time of Sale Prospectus and Prospectus, (C)

facilitating the establishment of a trading plan on behalf of a shareholder, officer

or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for

the transfer of shares of Class A Common Stock; provided that (1) such plan does

not provide for the transfer of Class A Common Stock during the Restricted

Period and (2) no public announcement, filing or report under the Exchange Act

shall be voluntarily made by any person in connection therewith during the

Restricted Period (other than general disclosure in Company periodic reports to

the effect that Company directors and officers may enter into such trading plans

from time to time) and, if any announcement, filing or report shall be legally

required during the Restricted Period, such announcement, filing or report shall

clearly indicate therein that none of the securities subject to such plan may be

transferred, sold, or otherwise disposed of pursuant to such plan until after

expiration of the Restricted Period, (D) grants of stock options, restricted stock,

restricted stock units or other equity awards and the issuance of shares of

Common Stock or securities convertible into or exercisable or exchangeable for

shares of Common Stock (whether upon the exercise of stock options or

otherwise) to the Company’s employees, officers, directors, advisors or

consultants pursuant to the terms of an equity compensation plan described in the

Registration Statement, Time of Sale Prospectus and Prospectus, (E) the filing of

any registration statement on Form S-8 relating to securities granted or to be

granted pursuant to any plan described in the Registration Statement, Time of

Sale Prospectus or Prospectus, (F) any shares or other equity issued in connection

with the Organizational Transactions, (G) any shares of Class A Common Stock

issued pursuant to any non-employee director stock plan or dividend

reinvestment plan referred to in the Registration Statement, the Time of Sale

Prospectus and the Prospectus or (H) the sale or issuance of or entry into an

agreement providing for the sale or issuance of Common Stock or securities

convertible into, exercisable for or which are otherwise exchangeable for or

represent the right to receive Common Stock in connection with (x) the

acquisition by the Company or any of its subsidiaries of the securities, business,

technology, property or other assets of another person or entity or pursuant to an

employee benefit plan assumed by the Company in connection with such

acquisition, and the issuance of any Common Stock or securities convertible into,

exercisable for or which are otherwise exchangeable for or represent the right to

receive Common Stock pursuant to any such agreement or (y) the Company’s

joint ventures, commercial relationships and other strategic transactions,

provided that the aggregate number of shares of Common Stock securities

convertible into, exercisable for or which are otherwise exchangeable for or

represent the right to receive Common Stock that the Company may sell or issue

or agree to sell or issue pursuant to this clause (H) shall not exceed 5% of the

total number of shares of Common Stock outstanding as of the Closing Date

immediately following the completion of the transactions

contemplated by this Agreement to be completed as of that date, including the

Organizational Transactions, and provided further that all recipients of any such

securities shall enter into a “lock-up” agreement, substantially in the form of

Exhibit A hereto covering the remainder of the Restricted Period.

(iii)If the Representatives, in their sole discretion, agree to

release or waive the restrictions on the transfer of Shares set forth in a Lock-Up

Agreement for an officer or director of the Accelevation Parties and provide the

Company with notice of the impending release or waiver at least three business

days before the effective date of the release or waiver, the Company agrees to

announce the impending release or waiver by a press release substantially in the

form of Exhibit B hereto through a major news service at least two business days

before the effective date of the release or waiver.

(m)The Accelevation Parties will use their best efforts to effect and maintain the listing of the

Shares on the Nasdaq.

(n)The Accelevation Parties will apply the net proceeds from the sale of the Shares in the

manner described under the caption “Use of Proceeds” in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus.

8.Covenants of the Sellers. Each Seller, severally and not jointly, covenants with

each Underwriter as follows:

(a)Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date,

a properly completed and executed IRS Form W-9 or an IRS Form W-8, as appropriate,

together with all required attachments to such form.

(b)Each Seller that is not an individual will deliver to each Underwriter (or its agent), on or

prior to the date of execution of this Agreement, a properly completed and executed

Certification Regarding Beneficial Owners of Legal Entity Customers, together with

copies of identifying documentation, and each Seller undertakes to provide such

additional supporting documentation as each Underwriter may reasonably request in

connection with the verification of the foregoing Certification.

9.Expenses. Whether or not the transactions contemplated in this Agreement are

consummated or this Agreement is terminated, each of the Accelevation Parties, jointly and

severally, agrees to pay or cause to be paid all expenses incident to the performance of their

obligations under this Agreement (except as otherwise provided herein), including: (i) the fees,

disbursements and expenses of the Accelevation Parties’ counsel and accountants, and counsel

for the Selling Shareholders, in connection with the registration and delivery of the Shares under

the Securities Act and all other fees or expenses in connection with the preparation and filing of

the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the

Prospectus, any free writing

prospectus prepared by or on behalf of, used by, or referred to by the Accelevation Parties and

amendments and supplements to any of the foregoing, including all printing costs associated

therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the

quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of

the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the

reasonable and documented cost of printing or producing any Blue Sky or Legal Investment

memorandum in connection with the offer and sale of the Shares under state securities laws and

all expenses in connection with the qualification of the Shares for offer and sale under state

securities laws as provided in Section 7(g), including filing fees and the reasonable and

documented fees and disbursements of counsel for the Underwriters in connection with such

qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all

filing fees and the reasonable and documented fees and disbursements of counsel to the

Underwriters incurred in connection with the review and qualification of the offering of the

Shares by FINRA, provided that the amount payable by the Company with respect to fees and

disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not

exceed $50,000, (v) all fees and expenses in connection with the preparation and filing of the

registration statement on Form 8-A relating to the Common Stock and all costs and expenses

incident to listing the Shares on the Nasdaq, (vi) the costs and charges of any transfer agent,

registrar or depositary, (vii) the costs and expenses of the Accelevation Parties relating to

investor presentations on any “road show,” as defined in Rule 433(h) under the Securities Act (a

“road show”), undertaken in connection with the marketing of the offering of the Shares,

including, without limitation, expenses associated with the preparation or dissemination of any

electronic road show, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations

with the prior approval of the Accelevation Parties and travel and lodging expenses of the

representatives and officers of the Accelevation Parties and any such consultants, (viii) the

document production charges and expenses associated with printing this Agreement, (ix) all fees

and disbursements of counsel incurred by the Underwriters in connection with the Directed Share

Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the

Underwriters in connection with the Directed Share Program and (x) all other costs and expenses

incident to the performance of the obligations of the Accelevation Parties hereunder for which

provision is not otherwise made in this Section 9. It is understood, however, that except as

provided in this Section 9, Section 11 entitled “Indemnity and Contribution”, Section 12 entitled

“Directed Share Program Indemnification” and the last paragraph of Section 14 below, the

Underwriters will pay all of their costs and expenses, including fees and disbursements of their

counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising

expenses connected with any offers they may make and in connection with any road show

undertaken in connection with the marketing of the offering and the Shares, the travel, lodging

and meal expenses of the Underwriters; provided, however, that the Representatives and the

Accelevation Parties agree that the Accelevation Parties, jointly, and the Underwriters shall each

pay or cause to be paid 50% of the cost of any aircraft chartered or other transportation chartered

in connection with such road show.

The provisions of this Section 9 shall not supersede or otherwise affect any agreement

that the Accelevation Parties and/or the Selling Shareholders may otherwise have for the

allocation of such expenses among themselves.

10.Covenants of the Underwriters. Each Underwriter, severally and not jointly,

covenants with the Accelevation Parties and the Selling Shareholders not to take any action that

would result in the Company being required to file with the Commission under Rule 433(d) a

free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be

required to be filed by the Company thereunder, but for the action of such Underwriter.

11.Indemnity and Contribution. The Accelevation Parties, jointly and severally,

agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any

Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the

Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the

Securities Act and their respective directors, officers, employees and agents from and against any

and all losses, claims, damages and liabilities (including, without limitation, any legal or other

expenses reasonably incurred in connection with defending or investigating any such action or

claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement or any amendment thereof, any preliminary

prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free

writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information

that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities

Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-

Waters Communication, or arise out of, or are based upon, any omission or alleged omission to

state therein a material fact required to be stated therein or necessary to make the statements

therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of,

or are based upon, any such untrue statement or omission or alleged untrue statement or omission

made in reliance upon and in conformity with any information relating to any Underwriter

furnished to the Accelevation Parties in writing by such Underwriter through the Representatives

expressly for use therein, it being understood and agreed that the only such information furnished

by the Underwriters through the Representatives consists of the information described as such in

paragraph (b) below.

(a)Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold

harmless each Underwriter, each person, if any, who controls any Underwriter within the

meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and

each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act

from and against any and all losses, claims, damages and liabilities (including, without

limitation, any legal or other expenses reasonably incurred in connection with defending

or investigating any such action or claim) that arise out of, or are based upon, any untrue

statement or alleged untrue statement of a material fact contained in the Registration

Statement or any amendment thereof, any preliminary prospectus, the Time of Sale

Prospectus or any amendment or supplement thereto, any issuer free writing prospectus

defined in Rule 433(h) under the Securities Act, any Company information that the

Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities

Act, any road show, the Prospectus or any amendment or supplement thereto, or any

Testing-the-Waters Communication, or arise out of, or are based upon, any omission or

alleged omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading, but only with reference to the Selling

Shareholder Information relating to such Selling Shareholder. The liability of each

Selling Shareholder under the indemnity agreement contained in this paragraph shall be

limited to an amount equal to the aggregate net proceeds (after deducting underwriting

discounts and commissions but before deducting expenses) of the Shares sold by such

Selling Shareholder under this Agreement (with respect to each Selling Shareholder, the

“Selling Shareholder Proceeds”).

(b)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the

Accelevation Parties, the Selling Shareholders, the directors of the Company, the officers

of the Company who sign the Registration Statement and each person, if any, who

controls the Accelevation Parties or any Selling Shareholder within the meaning of either

Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as

the foregoing indemnity from the Accelevation Parties to such Underwriter, but only with

reference to information relating to such Underwriter furnished to the Accelevation

Parties or the Company in writing by such Underwriter through the Representatives

expressly for use in the Registration Statement, any preliminary prospectus, the Time of

Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any

amendment or supplement thereto, it being understood and agreed that the only such

information furnished by any Underwriter through the Representatives consists of the

following information under the caption “Underwriting” in the Time of Sale Prospectus

and the Prospectus: the concession figures in the third paragraph, the information

regarding sales to discretionary accounts in the seventh paragraph, the information

regarding stabilization and short positions in the first, second, sixth, ninth sentences of

the tenth paragraph and the information regarding internet distributions in the second and

third sentences of the twelfth paragraph (the “Underwriter Information”).

(c)In case any proceeding (including any governmental investigation) shall be instituted

involving any person in respect of which indemnity may be sought pursuant to the

preamble to this Section 11, Section 11(a) or Section 11(b), such person (the

“indemnified party”) shall promptly notify the person against whom such indemnity

may be sought (the “indemnifying party”) in writing and the indemnifying party, upon

request of the indemnified party, shall retain counsel reasonably satisfactory to the

indemnified party (for the avoidance of doubt, who shall not, without the consent of the

indemnified party, be the same counsel as counsel to the indemnifying party) to represent

the indemnified party and any others the indemnifying party may designate in such

proceeding and shall pay the fees and disbursements of such counsel related to such

proceeding. In any such proceeding, any indemnified party shall have the right to retain

its own counsel,

but the fees and expenses of such counsel shall be at the expense of such indemnified

party unless the indemnifying party and the indemnified party shall have mutually agreed

to the retention of such counsel or the named parties to any such proceeding (including

any impleaded parties) include both the indemnifying party and the indemnified party and

representation of both parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. It is understood that the indemnifying party

shall not, in respect of the legal expenses of any indemnified party in connection with any

proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and

expenses of more than one separate firm (in addition to any local counsel) for all

Underwriters and all persons, if any, who control any Underwriter within the meaning of

either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are

affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii)

the fees and expenses of more than one separate firm (in addition to any local counsel)

for the Company, its directors, its officers who sign the Registration Statement and each

person, if any, who controls the Company within the meaning of either such Section and

(iii) the fees and expenses of more than one separate firm (in addition to any local

counsel) for all Selling Shareholders and all persons, if any, who control any Selling

Shareholder within the meaning of either such Section, and that all such fees and

expenses shall be reimbursed as they are incurred. In the case of any such separate firm

for the Underwriters and such control persons and affiliates of any Underwriters, such

firm shall be designated in writing by the Representatives. In the case of any such

separate firm for the Company, and such directors, officers and control persons of the

Company, such firm shall be designated in writing by the Company. In the case of any

such separate firm for the Selling Shareholders and such control persons of any Selling

Shareholders, such firm shall be designated in writing by the Selling Shareholders. The

indemnifying party shall not be liable for any settlement of any proceeding effected

without its written consent, but if settled with such consent or if there be a final judgment

for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time an indemnified party shall have

requested an indemnifying party to reimburse the indemnified party for fees and expenses

of counsel as contemplated by the second and third sentences of this paragraph, the

indemnifying party agrees that it shall be liable for any settlement of any proceeding

effected without its written consent if (i) such settlement is entered into more than 30

days after receipt by such indemnifying party of the aforesaid request and (ii) such

indemnifying party shall not have reimbursed the indemnified party in accordance with

such request prior to the date of such settlement. No indemnifying party shall, without

the prior written consent of the indemnified party, effect any settlement of any pending or

threatened proceeding in respect of which any indemnified party is or could have been a

party and indemnity could have been sought hereunder by such indemnified party, unless

such settlement includes an unconditional release of such indemnified party from all

liability on claims that are the subject matter of such proceeding, and does not

include a statement as to, or an admission of fault, wrongdoing, culpability or a failure to

act by or on behalf of any indemnified party.

(d)To the extent the indemnification provided for in the preamble to this Section 11, Section

11(a) or Section 11(b) is unavailable to an indemnified party or insufficient in respect of

any losses, claims, damages or liabilities referred to therein, then each indemnifying party

under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall

contribute to the amount paid or payable by such indemnified party as a result of such

losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the

relative benefits received by the indemnifying party or parties on the one hand and the

indemnified party or parties on the other hand from the offering of the Shares or (ii) if the

allocation provided by clause 11(d)(i) above is not permitted by applicable law, in such

proportion as is appropriate to reflect not only the relative benefits referred to in

clause 11(d)(i) above but also the relative fault of the indemnifying party or parties on the

one hand and of the indemnified party or parties on the other hand in connection with the

statements or omissions that resulted in such losses, claims, damages or liabilities, as well

as any other relevant equitable considerations. The relative benefits received by the

Accelevation Parties and the Selling Shareholders on the one hand and the Underwriters

on the other hand in connection with the offering of the Shares shall be deemed to be in

the same respective proportions as the net proceeds from the offering of the Shares

(before deducting expenses) received by each Seller and the total underwriting discounts

and commissions received by the Underwriters, in each case as set forth in the table on

the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares.

The relative fault of the Accelevation Parties and the Selling Shareholders on the one

hand and the Underwriters on the other hand shall be determined by reference to, among

other things, whether the untrue or alleged untrue statement of a material fact or the

omission or alleged omission to state a material fact relates to information supplied by the

Accelevation Parties and the Selling Shareholders or by the Underwriters and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission. The Underwriters’ respective obligations to contribute

pursuant to this Section 11 are several in proportion to the respective number of Shares

they have purchased hereunder, and not joint. The liability of the Selling Shareholder

under the contribution agreement contained in this paragraph shall be limited to an

amount equal to the Selling Shareholder Proceeds.

(e)Each of the Accelevation Parties, the Selling Shareholders and the Underwriters agree

that it would not be just or equitable if contribution pursuant to this Section 11 were

determined by pro rata allocation (even if the Underwriters were treated as one entity for

such purpose) or by any other method of allocation that does not take account of the

equitable considerations referred to in Section 11(d). The amount paid or payable by an

indemnified party as a result of the losses, claims, damages and liabilities referred to in

Section 11(d) shall be deemed to include, subject to the limitations set forth above, any

legal or other expenses

reasonably incurred by such indemnified party in connection with investigating or

defending any such action or claim. Notwithstanding the provisions of this Section 11,

no Underwriter shall be required to contribute any amount in excess of the amount by

which the total price at which the Shares underwritten by it and distributed to the public

were offered to the public exceeds the amount of any damages that such Underwriter has

otherwise been required to pay by reason of such untrue or alleged untrue statement or

omission or alleged omission. No person guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. The remedies

provided for in this Section 11 are not exclusive and shall not limit any rights or remedies

which may otherwise be available to any indemnified party at law or in equity.

(f)The indemnity and contribution provisions contained in this Section 11 and the

representations, warranties and other statements of the Accelevation Parties and the

Selling Shareholders contained in this Agreement shall remain operative and in full force

and effect regardless of any termination of this Agreement, any investigation made by or

on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of

any Underwriter and their respective directors, officers, employees and agents, by or on

behalf of any Selling Shareholder or any person controlling any Selling Shareholder, or

by or on behalf of the Accelevation Parties, their officers or directors or any person

controlling the Accelevation Parties and acceptance of and payment for any of the Shares.

12.Directed Share Program Indemnification. (a) The Accelevation Parties, jointly

and severally, agree to indemnify and hold harmless Morgan Stanley, each person, if any, who

controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or

Section 20 of the Exchange Act and each affiliate of Morgan Stanley within the meaning of

Rule 405 of the Securities Act (“Morgan Stanley Entities”) from and against any and all losses,

claims, damages and liabilities (including, without limitation, any legal or other expenses

reasonably incurred in connection with defending or investigating any such action or claim) (i)

that arise out of, or are based upon, any untrue statement or alleged untrue statement of a

material fact contained in any material prepared by or with the consent of the Company for

distribution to Participants in connection with the Directed Share Program or arise out of, or are

based upon, any omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading; (ii) that arise out of, or are

based upon, the failure of any Participant to pay for and accept delivery of Directed Shares that

the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the

Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating

thereto) that are finally judicially determined to have resulted from the bad faith or gross

negligence of Morgan Stanley Entities.

(b)In case any proceeding (including any governmental investigation) shall be instituted

involving any Morgan Stanley Entity in respect of which indemnity may be sought

pursuant to Section 12(a), the Morgan Stanley Entity seeking indemnity shall promptly

notify the Accelevation Parties in writing and the

Accelevation Parties, upon request of the Morgan Stanley Entity, shall retain counsel

reasonably satisfactory to the Morgan Stanley Entity to represent the Morgan Stanley

Entity and any others the Accelevation Parties may designate in such proceeding and

shall pay the fees and disbursements of such counsel related to such proceeding. In any

such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel,

but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley

Entity unless (i) the Accelevation Parties shall have agreed to the retention of such

counsel or (ii) the named parties to any such proceeding (including any impleaded

parties) include the Accelevation Parties and the Morgan Stanley Entity and

representation of all parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. The Accelevation Parties shall not, in respect

of the legal expenses of the Morgan Stanley Entities in connection with any proceeding

or related proceedings in the same jurisdiction, be liable for the fees and expenses of

more than one separate firm (in addition to any local counsel) for all Morgan Stanley

Entities. Any such separate firm for the Morgan Stanley Entities shall be designated in

writing by Morgan Stanley. The Accelevation Parties shall not be liable for any

settlement of any proceeding effected without the written consent of the Accelevation

Parties, but if settled with such consent or if there be a final judgment for the plaintiff, the

Accelevation Parties, jointly and severally, agree to indemnify the Morgan Stanley

Entities from and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time a Morgan Stanley Entity shall

have requested the Accelevation Parties to reimburse it for fees and expenses of counsel

as contemplated by the second and third sentences of this paragraph, the Accelevation

Parties, jointly and severally, agree that such Accelevation Parties shall be liable for any

settlement of any proceeding effected without their written consent if (i) such settlement

is entered into more than 30 days after receipt by the Accelevation Parties of the aforesaid

request and (ii) the Accelevation Parties shall not have reimbursed the Morgan Stanley

Entity in accordance with such request prior to the date of such settlement. The

Accelevation Parties shall not, without the prior written consent of Morgan Stanley,

effect any settlement of any pending or threatened proceeding in respect of which any

Morgan Stanley Entity is or could have been a party and indemnity could have been

sought hereunder by such Morgan Stanley Entity, unless such settlement includes an

unconditional release of the Morgan Stanley Entities from all liability on claims that are

the subject matter of such proceeding.

(c)To the extent the indemnification provided for in Section 12(a) is unavailable to a

Morgan Stanley Entity or insufficient in respect of any losses, claims, damages or

liabilities referred to therein, then each Accelevation Party shall contribute to the amount

paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages

or liabilities in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Morgan Stanley Entities on the other hand from

the offering of the Directed Shares. If however the allocation provided by the

immediately preceding sentence is not permitted by applicable law, then each

Accelevation Party shall contribute such

amount paid or payable by the Morgan Stanley Entities in such proportion as is

appropriate to reflect not only the relative benefits but also the relative fault of the

Accelevation Parties on the one hand and of the Morgan Stanley Entities on the other

hand in connection with any statements or omissions that resulted in such losses, claims,

damages or liabilities, as well as any other relevant equitable considerations. The relative

benefits received by the Accelevation Parties on the one hand and the Morgan Stanley

Entities on the other hand in connection with the offering of the Directed Shares shall be

deemed to be in the same respective proportions as the net proceeds from the offering of

the Directed Shares (before deducting expenses) received by the Company bear to the

total underwriting discounts and commissions received by the Morgan Stanley Entities

for the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or

alleged untrue statement of a material fact or the omission or alleged omission to state a

material fact, the relative fault shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement or the omission or alleged omission relates

to information supplied by the Accelevation Parties or by the Morgan Stanley Entities

and the parties’ relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission.

(d)The Accelevation Parties and the Morgan Stanley Entities agree that it would not be just

or equitable if contribution pursuant to this Section 12 were determined by pro rata

allocation (even if the Morgan Stanley Entities were treated as one entity for such

purpose) or by any other method of allocation that does not take account of the equitable

considerations referred to in Section 12(c). The amount paid or payable by the Morgan

Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the

immediately preceding paragraph shall be deemed to include, subject to the limitations

set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley

Entities in connection with investigating or defending any such action or claim.

Notwithstanding the provisions of this Section 12, no Morgan Stanley Entity shall be

required to contribute any amount in excess of the amount by which the total price at

which the Directed Shares distributed to the public were offered to the public exceeds the

amount of any damages that such Morgan Stanley Entity has otherwise been required to

pay. The remedies provided for in this Section 12 are not exclusive and shall not limit

any rights or remedies which may otherwise be available to any indemnified party at law

or in equity.

(e)The obligations of the Accelevation Parties under this Section 12 shall be in addition to

any liability which the Accelevation Parties may otherwise have. The indemnity and

contribution provisions contained in this Section 12 shall remain operative and in full

force and effect regardless of (i) any termination of this Agreement, (ii) any investigation

made by or on behalf of any Morgan Stanley Entity or any Accelevation Party, its

officers or directors or any person controlling such Accelevation Party and (iii)

acceptance of and payment for any of the Directed Shares.

13.Termination. The Underwriters may terminate this Agreement by notice given by

the Representatives to the Company and the Selling Shareholders, if after the execution and

delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as

the case may be, (i) trading generally shall have been suspended or materially limited on, or by,

as the case may be, any of the New York Stock Exchange, the NYSE American, the Nasdaq, the

Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of

Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange

or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or

clearance services in the United States shall have occurred, (iv) any moratorium on commercial

banking activities shall have been declared by Federal or New York State authorities or (v) there

shall have occurred any outbreak or escalation of hostilities, or any change in financial markets

or any calamity or crisis that, in the Representatives’ judgment, is material and adverse and

which, singly or together with any other event specified in this clause (v), makes it, in the

Representatives’ judgment, impracticable or inadvisable to proceed with the offer, sale or

delivery of the Shares on the terms and in the manner contemplated in the Time of Sale

Prospectus or the Prospectus.

14.Effectiveness; Defaulting Underwriters. This Agreement shall become effective

upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of

the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to

purchase hereunder on such date, and the aggregate number of Shares which such defaulting

Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth

of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall

be obligated severally in the proportions that the number of Firm Shares set forth opposite their

respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite

the names of all such non-defaulting Underwriters, or in such other proportions as the

Representatives may specify, to purchase the Shares which such defaulting Underwriter or

Underwriters agreed but failed or refused to purchase on such date; provided that in no event

shall the number of Shares that any Underwriter has agreed to purchase pursuant to this

Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth of such

number of Shares without the written consent of such Underwriter. If, on the Closing Date, any

Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate

number of Firm Shares with respect to which such default occurs is more than one-tenth of the

aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to

the Representatives, the Company and the Selling Shareholders for the purchase of such Firm

Shares are not made within 36 hours after such default, this Agreement shall terminate without

liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders.

In any such case either the Representatives or the relevant Sellers shall have the right to postpone

the Closing Date, but in no event for longer than seven days, in order that the required changes, if

any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any

other documents or arrangements may be effected. If, on an Option Closing Date, any

Underwriter or Underwriters shall fail or refuse to purchase Additional

Shares and the aggregate number of Additional Shares with respect to which such default occurs

is more than one-tenth of the aggregate number of Additional Shares to be purchased on such

Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their

obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date

or (ii) purchase not less than the number of Additional Shares that such non-defaulting

Underwriters would have been obligated to purchase in the absence of such default. Any action

taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect

of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any

failure or refusal on the part of the Accelevation Parties or any Selling Shareholder to comply

with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the

Accelevation Parties or any Selling Shareholder shall be unable to perform its obligations under

this Agreement, the Accelevation Parties or such Selling Shareholder, as applicable, will

reimburse the Underwriters or such Underwriters as have so terminated this Agreement with

respect to themselves, severally, for all reasonable and documented out-of-pocket expenses

(including the fees and disbursements of their counsel) reasonably incurred by such Underwriters

in connection with this Agreement or the offering contemplated hereunder.

15.Entire Agreement. This Agreement, together with any contemporaneous written

agreements and any prior written agreements (to the extent not superseded by this Agreement)

that relate to the offering of the Shares, represents the entire agreement between the Accelevation

Parties and the Selling Shareholders, on the one hand, and the Underwriters, on the other, with

respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the

Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(a)The Accelevation Parties and each Selling Shareholder acknowledge that in connection

with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not

agents of, and owe no fiduciary duties to, the Accelevation Parties, any of the Selling

Shareholders or any other person; (ii) the Underwriters owe the Accelevation Parties and

each Selling Shareholder only those duties and obligations set forth in this Agreement,

any contemporaneous written agreements and prior written agreements (to the extent not

superseded by this Agreement), if any; (iii) the Underwriters may have interests that

differ from those of the Accelevation Parties and each Selling Shareholder; and (iv) none

of the activities of the Underwriters in connection with the transactions contemplated

herein constitutes a recommendation, investment advice, or solicitation of any action by

the Underwriters with respect to any entity or natural person. The Accelevation Parties

and each Selling Shareholder waive to the full extent permitted by applicable law any

claims any of them may have against the Underwriters arising from an alleged breach of

fiduciary duty in connection with the offering of the Shares.

(b)Each Selling Shareholder further acknowledges and agrees that, although the

Underwriters may provide certain Selling Shareholders with certain Regulation Best

Interest and Form CRS disclosures or other related documentation in connection with the

offering, the Underwriters are not making a recommendation to any Selling Shareholder

to participate in the offering or sell any Shares at the Purchase Price, and nothing set forth

in such disclosures or documentation is intended to suggest that any Underwriter is

making such a recommendation.

16.Recognition of the U.S. Special Resolution Regimes. (a) In the event that any

Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special

Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and

obligation in or under this Agreement, will be effective to the same extent as the transfer would

be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest

and obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such

Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are

permitted to be exercised to no greater extent than such Default Rights could be exercised

under the U.S. Special Resolution Regime if this Agreement were governed by the laws

of the United States or a state of the United States.

For purposes of this Section 16, a “BHC Act Affiliate” has the meaning assigned to the

term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered

Entity” means any of the following: (i) a “covered entity” as that term is defined in, and

interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each

of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations

promulgated thereunder.

17.Counterparts; Electronic Signatures. This Agreement may be signed in two or

more counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile,

electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of

2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other

applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so

delivered shall be deemed to have been duly and validly delivered and be valid and effective for

all purposes.

18.Applicable Law. This Agreement and any claim, controversy or dispute arising

under or related to this Agreement shall be governed by and construed in accordance with the

internal laws of the State of New York without regard to principles of conflict of laws that would

result in the application of any other law than the laws of the State of New York. Each of the

Representatives, the Accelevation Parties and the Selling Shareholders agrees that any suit or

proceeding arising in respect of this Agreement or any transaction contemplated by this

Agreement will be tried exclusively in the U.S. District Court for the Southern District of New

York or, if that court does not have subject matter jurisdiction, in any state court located in The

City and County of New York and each of the Representatives, the Accelevation Parties and the

Selling Shareholders agrees to submit to the jurisdiction of, and to venue in, such courts.

19.Waiver of Jury Trial. EACH OF THE ACCELEVATION PARTIES, THE

SELLING SHAREHOLDERS AND THE UNDERWRITERS HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND

ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

20.Binding Agreement. This Agreement shall be binding upon, and inure solely to the

benefit of, the Underwriters, the Accelevation Parties, the Selling Shareholders and each person

who controls any Accelevation Party, Selling Shareholder or any Underwriter, or any director,

officer, employee, or affiliate of any Underwriter, and their respective heirs, executors,

administrators, successors and assigns, and no other person shall acquire or have any right under

or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be

deemed a successor or assign by reason merely of such purchase.

21.Tax Disclosures. Notwithstanding anything herein to the contrary, the

Accelevation Parties are authorized to disclose to any persons the U.S. federal and state income

tax treatment and tax structure of the potential transaction and all materials of any kind

(including tax opinions and other tax analyses) provided to the Accelevation Parties relating to

that treatment and structure, without the Underwriters imposing any limitation of any kind.

However, any information relating to the tax treatment and tax structure shall remain confidential

(and the foregoing sentence shall not apply) to the extent necessary to enable any person to

comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be

relevant to that treatment.

22.Headings. The headings of the sections of this Agreement have been inserted for

convenience of reference only and shall not be deemed a part of this Agreement.

23.Notices. All communications hereunder shall be in writing and effective only

upon receipt and if to the Underwriters shall be delivered, mailed or sent to the Representatives

in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention:

Equity Syndicate Desk, with a copy to the Legal Department and J.P. Morgan Securities LLC,

270 Park Avenue, New York, New York 10017, Attention:

Equity Syndicate Desk; if to the Company shall be delivered, mailed or sent to 9555 N.

Springboro Pike, Suite 400, Miamisburg, Ohio 45342, Attn: Michael Rubiera; and if to the

Selling Shareholders shall be delivered, mailed or sent to c/o Olympus Partners, Metro Center,

4th Floor, One Station Place, Stamford, CT 06902, Attn: Matt Boyd.

[Signature Pages Follow]

[Signature Page to Underwriting Agreement]


Very truly yours,

ACCELEVATION HOLDINGS CORP.



By:	/s/ Michael Rubiera
	Name:	Michael Rubiera
	Title:	Chief Executive Officer


ACCELEVATION LLC



By:	/s/ Michael Rubiera
	Name:	Michael Rubiera
	Title:	Chief Executive Officer

[Signature Page to Underwriting Agreement]

The Selling Shareholders named in Schedule I

hereto, acting severally


ACCELEVATION CASH PUBCO HOLDINGS LP



By:	/s/ Matthew Boyd
	Name:	Matthew Boyd
	Title:	President


ACCELEVATION INVESTMENT HOLDINGS LLC



By:	/s/ Matthew Boyd
	Name:	Matthew Boyd
	Title:	President


Accepted as of the date hereof

Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC

Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto


By:	Morgan Stanley & Co. LLC



By:	/s/ Joe Nassirian
	Name:	Joe Nassirian
	Title:	Executive Director


By:	J.P. Morgan Securities LLC



By:	/s/ Michael Rhodes
	Name:	Michael Rhodes
	Title:	Managing Director

I-1

SCHEDULE I


Selling Shareholder	Number of Firm Shares To Be Sold	Number of Additional Shares To Be Sold
Accelevation Cash Pubco Holdings LP	8,011,999	2,042,041
Accelevation Investment Holdings LLC	11,988,001	2,457,959
Total:	20,000,000	4,500,000

II-1

SCHEDULE II


Underwriter		Number of Firm Shares To Be Purchased
Morgan Stanley & Co. LLC		7,211,727
J.P. Morgan Securities LLC		7,211,727
Goldman Sachs & Co. LLC		3,278,058
Barclays Capital Inc.		2,622,446
BofA Securities, Inc.		2,622,446
Houlihan Lokey Capital, Inc.		2,950,252
Robert W. Baird & Co. Incorporated		1,367,781
William Blair & Company, L.L.C.		1,367,781
Piper Sandler & Co.		820,669
Nomura Securities International, Inc.		519,758
WR Securities, LLC		27,355
Total:		30,000,000

III-1

SCHEDULE III

Time of Sale Prospectus

1.Preliminary Prospectus issued September 22, 2026

2.Orally communicated pricing information:

Firm Shares: 30,000,000

Additional Shares: 4,500,000

Public Offering Price per Share: $18.00

IV-1

SCHEDULE IV

Transaction Documents

1.Amended and Restated Certificate of Incorporation of the Company.

2.Operating Agreement of Accelevation Holdings LLC.

3.Exchange Agreement among the Company, Accelevation Holdings LLC, Instor Blocker,

Inc. and Accelevation Investment Holdings LLC.

4.Tax Receivable Agreement among the Company, Accelevation Holdings LLC and the

parties listed on Schedule A thereto.

Exhibit A-1

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

[●], 2026

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities

LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule

II to the Underwriting Agreement, propose to enter into an Underwriting Agreement (the

“Underwriting Agreement”) with Accelevation Holdings Corp., a Delaware corporation (the

“Company”), Accelevation LLC, a Delaware limited liability company, and certain selling

shareholders of the Company named in Schedule I thereto (the “Selling Shareholders”)

providing for the public offering (the “Public Offering”) by the several Underwriters, including

the Representatives (the “Underwriters”), of 30,000,000 shares (the “Shares”) of the Class A

common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”).

As used herein, the term “Common Stock” refers to shares of the Company’s Class A Common

Stock and Class B common stock, par value $0.0001 per share (the “Class B Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their

efforts in connection with the Public Offering, the undersigned hereby agrees that, without the

prior written consent of the Representatives on behalf of the Underwriters, it will not, and will

not publicly disclose an intention to, during the period commencing on the date hereof and

ending immediately after the close of the Trading Day occurring on the 180th day after the date

of the final prospectus (the “Prospectus”) relating to the Public Offering (the “180th Day”) or,

if the 180th Day is not a Trading Day, ending immediately after the close of the last Trading Day

immediately preceding the 180th Day (such period of time between the date hereof and, as the

case may be, the 180th Day or the last Trading Day immediately preceding the 180th Day,

referred to herein as the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any

option or contract to purchase, purchase any option or contract to sell, grant any option, right or

warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of

Common Stock owned or hereafter acquired by the undersigned or with respect to which

Exhibit A-2

the undersigned has or hereafter acquires the power of disposition, including, without limitation,

Common Stock or such other securities which may be deemed to be beneficially owned (as such

term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) and securities which may be issued upon exercise of a stock option or warrant by the

undersigned or any other securities so owned convertible into or exercisable or exchangeable for

Common Stock (collectively, the “Lock-Up Securities”), including units of Accelevation

Holdings LLC (“Holdings LLC”) (the “Units”) or (2) enter into any hedging, swap, loan or

other arrangement (including, without limitation, any short sale or the purchase or sale of, or

entry into, any put or call option, or combination thereof, forward or any other derivative

transaction or instrument, however described or defined) that transfers to another, in whole or in

part, directly or indirectly, any of the economic consequences of ownership of the Lock-Up

Securities, whether any such transaction described in clause (1) or (2) above is to be settled by

delivery of Common Stock or such other Lock-Up Securities, in cash or otherwise. The

undersigned acknowledges and agrees that the foregoing precludes the undersigned from

engaging in any hedging or other transactions designed or intended, or which could reasonably

be expected to lead to or result in, a sale or disposition of any Lock-Up Securities, even if any

such sale or disposition transaction or transactions would be made or executed by or on behalf of

someone other than the undersigned. For purposes of this agreement, a “Trading Day” is a day

on which the Nasdaq Stock Market is open for the buying and selling of securities.

The foregoing shall not apply to the following:

(a)transactions relating to shares of Common Stock or other securities acquired from

the Underwriters in the Public Offering or in open market transactions after the completion of the

Public Offering; provided that no public report or filing with the Securities and Exchange

Commission (the “Commission”) or otherwise is required or voluntarily made during the

Restricted Period;

(b)transfers, dispositions or distributions of Lock-Up Securities: (i) as one or more

bona fide gifts, including, without limitation, to a charitable organization or educational

institution, or for bona fide estate planning purposes, (ii) by will, testamentary document or

intestacy, (iii) by operation of law, such as pursuant to a qualified domestic order, divorce

settlement, divorce decree or separation agreement, (iv) pursuant to an order of a court or

regulatory agency having jurisdiction over the undersigned, (v) to any corporation, partnership,

limited liability company or other entity of which the undersigned or the immediate family

member of the undersigned (as defined in FINRA Rule 5130(i)(5)) are the legal and beneficial

owner of all of the outstanding equity securities or similar interests, (vi) to any nominee or

custodian of a person or entity to whom a disposition or transfer would be permissible under

clauses (i) through (v) above, (vii) to any member of the undersigned’s immediate family or to

any trust, partnership, limited liability company or other entity for the direct or indirect benefit of

the undersigned and/or any member of the undersigned’s immediate family, or if the undersigned

is a trust, to a trustor or beneficiary of the trust or to the estate of the beneficiary of such trust,

(viii) to the Company upon the undersigned’s death, disability or termination of employment or

other service relationship with the Company, (ix) to the

Exhibit A-3

Company in connection with the vesting, settlement or exercise of restricted stock units, options,

warrants or other rights to purchase shares of Common Stock (including, in each case, by way of

“net” or “cashless” exercise), including any transfer to the Company for the payment of tax

withholdings or remittance payments due as a result of the vesting, settlement or exercise of such

restricted stock units, options, warrants or other rights, or the conversion of convertible

securities, in all such cases pursuant to equity awards granted under a stock incentive plan or

other equity award plan, each as described in the Registration Statement; provided that any

securities received upon such vesting, settlement, exercise or conversion shall be subject to the

terms of this agreement, or (x) with the prior written consent of the Representatives on behalf of

the Underwriters; provided that in the case of any transfer, disposition or distribution (1)

pursuant to clauses (i), (ii), (iii), (iv), (v), (vi) and (vii), each donee, devisee, trustee, distributee

or transferee, as the case may be, shall sign and deliver a lock-up agreement substantially in the

form of this agreement for the balance of the Restricted Period, (2) pursuant to clauses (i), (ii),

(iii), (v), (vi) and (vii), any such transfer shall not involve a disposition for value, (3) pursuant to

clauses (v), (vi) and (vii), such transfers are not required to be reported during the Restricted

Period in a filing with the Commission under Section 16(a) of the Exchange Act on Form 4 or

Form 5 (or, in the case of clauses (i), (ii), (iii) and (iv) above, any filing, if required, shall

indicate in the footnotes thereto that the filing relates to circumstances described in the relevant

clause), (4) pursuant to clauses (i), (ii), (iii), (viii) and (ix), the undersigned does not otherwise

voluntarily effect any public filing or report regarding such transfers, and (5) in the case of

clauses (viii) and (ix) above, that such Lock-Up Securities were issued to the undersigned

pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option,

warrant or other right disclosed in the Prospectus;

(c)if the undersigned is not an individual, distributions of Lock-Up Securities to: (i)

another corporation, partnership, limited liability company or other business entity that is an

affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the

“Securities Act”)) of the undersigned, or to any investment fund or other entity controlling,

controlled by, managing or managed by or under common control with the undersigned or

affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a

partnership, to its general partner or a successor partnership or fund, or any other funds managed

by such partnership), or (ii) as part of a distribution to limited partners, limited liability company

members or stockholders of the undersigned or holders of similar equity interests in the

undersigned; provided that in the case of any distribution pursuant to this clause, (1) each

distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement

for the balance of the Restricted Period, (2) any such transfer shall not involve a disposition for

value, (3) such transfers are not required to be reported during the Restricted Period in a filing

with the Commission under Section 16(a) of the Exchange Act on Form 4 or Form 5, and (4) the

undersigned does not otherwise voluntarily effect any public filing or report regarding such

transfers;

(d)establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act for

the transfer of shares of Class A Common Stock; provided that (1) such plan does not provide for

the transfer of Class A Common Stock during the Restricted Period and

1 NTD: To be included for Olympus.

Exhibit A-4

(2) no public announcement, filing or report under the Exchange Act shall be voluntarily made

by any person in connection therewith during the Restricted Period (other than general disclosure

in Company periodic reports to the effect that Company directors and officers may enter into

such trading plans from time to time) and, if any announcement, filing or report shall be legally

required during the Restricted Period, such announcement, filing or report shall clearly indicate

therein that none of the securities subject to such plan may be transferred, sold, or otherwise

disposed of pursuant to such plan until after expiration of the Restricted Period; [or]

(e)sales pursuant to the terms of the Underwriting Agreement[; or]

(f)[pledging, hypothecating or otherwise granting a security interest in Lock-Up

Securities to one or more banks, financial or lending institutions as collateral or security for any

loan, advance, margin loan or extension of credit or similar financing activity or arrangements

and any transfer upon foreclosure upon or enforcement of such Lock-Up Securities, provided,

that the undersigned or the Company, as the case may be, shall provide the Representatives prior

written notice informing them of any public filing, report or announcement with respect to such

pledge, hypothecation or other grant of a security interest].1

Notwithstanding the foregoing, clause (b)(1) above shall not apply with respect to any

transfer of shares of Common Stock to charitable organization transferees or recipients

(including any direct or indirect member or partner of the undersigned that receives such shares

of Common Stock pursuant to a distribution in-kind to such member or partner) in an aggregate

amount, together with any such transfers by the undersigned and the undersigned’s affiliates

pursuant to any substantially similar lock-up agreement with the Representatives, not to exceed

1.0% of the outstanding shares of Common Stock (treating as outstanding shares of Class A

Common Stock and Class B Common Stock). For the avoidance of doubt, any transfer of shares

of Common Stock to a charitable organization transferee or recipient that has agreed in writing to

be bound by the same terms described in this Lock-Up Agreement to the extent and for the

duration that such terms remain in effect at the time of the transfer shall not count towards the

percentage in the preceding sentence.

The restrictions set forth in this Lock-Up Agreement shall not apply to any exchange,

transfer or sale in connection with, and as contemplated by, the Organizational Transactions (as

such term is defined in the Underwriting Agreement).

In addition, the undersigned agrees that, without the prior written consent of the

Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any

demand for or exercise any right with respect to, the registration of any shares of Common

Stock, Units or any other security convertible into or exercisable or exchangeable for Common

Stock.

Exhibit A-5

The undersigned also agrees and consents to the entry of stop transfer instructions with

the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of

Lock-Up Securities except in compliance with the foregoing restrictions.

[If the undersigned is an officer or director of the Company, the undersigned further

agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the

undersigned may purchase in the offering.]

If the undersigned is an officer or director of the Company, (i) the Representatives agree

that, at least three business days before the effective date of any release or waiver of the

foregoing restrictions in connection with a transfer of shares of Class A Common Stock or other

Lock-Up Securities, the Representatives will notify the Company of the impending release or

waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the

impending release or waiver by press release through a major news service (or such other method

that satisfies the requirements of FINRA Rule 5131(d)(2)) at least two business days before the

effective date of the release or waiver. Any release or waiver granted by the Representatives

hereunder to any such officer or director shall only be effective two business days after the

publication date of such press release. The provisions of this paragraph will not apply if (a) the

release or waiver is effected solely to permit a transfer not for consideration or that is to an

immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed

in writing to be bound by the same terms described in this agreement to the extent and for the

duration that such terms remain in effect at the time of the transfer.

The undersigned hereby represents and warrants that the undersigned has full power,

capacity and authority to enter into this agreement. The undersigned understands that the

Company and the Underwriters are relying upon this agreement in proceeding toward

consummation of the Public Offering. The undersigned further understands that this agreement

is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors

and assigns.

The undersigned acknowledges and agrees that the Underwriters have not provided any

recommendation or investment advice nor have the Underwriters solicited any action from the

undersigned with respect to the Public Offering and the undersigned has consulted their own

legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The

undersigned further acknowledges and agrees that, although the Underwriters may provide

certain Regulation Best Interest and Form CRS disclosures or other related documentation to you

in connection with the Public Offering, the Underwriters are not making a recommendation

to you to participate in the Public Offering or sell any Shares at the price determined in the

Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest

that any Underwriter is making such a recommendation.

Whether or not the Public Offering actually occurs depends on a number of factors,

including market conditions. Any Public Offering will only be made pursuant to an

Underwriting Agreement, the terms of which are subject to negotiation between the Company

and the Underwriters.

Exhibit A-6

[In the event that a Representative withdraws or is terminated from, or declines to

participate in, the Public Offering, all references in this agreement to the Representatives shall

refer to the remaining Representative. If all Representatives withdraw, are terminated from or

decline to participate in the Public Offering, all references in this agreement to the

Representatives shall refer to the lead left book runner in the Public Offering (“Replacement

Entity”), and in such event, any written consent, waiver or notice given or delivered in

connection with this agreement by or to such Replacement Entity shall be deemed to be

sufficient and effective for all purposes under this agreement.]

This agreement shall automatically terminate and be of no further effect upon the earliest

to occur, if any, of: (i) the date of filing with the Commission of a notice of withdrawal of the

registration statement on Form S-1 related to the Public Offering pursuant to Rule 477

promulgated under the Securities Act, prior to its effectiveness, (ii) the date that the Company

advises the Representatives in writing prior to the execution of the Underwriting Agreement that

it has determined not to proceed with the Public Offering, (iii) the date that the Representatives

advise the Company in writing prior to the execution of the Underwriting Agreement that they

have determined not to proceed with the Public Offering, (iv) the date that the Underwriting

Agreement (other than the provisions thereof that survive termination) terminates or is

terminated prior to payment for and delivery of any Shares to be sold thereunder (other than

pursuant to the Underwriters’ option thereunder to purchase Additional Shares), and (v) March

31, 2027, in the event that the Underwriting Agreement has not been executed on or before that

date.

This agreement and any claim, controversy or dispute arising under or related to this

agreement shall be governed by and construed in accordance with the laws of the State of New

York.

This agreement may be executed in any number of counterparts, each of which shall be

deemed to be an original, but all such counterparts shall together constitute one and the same

agreement. Electronic signatures complying with the New York Electronic Signatures and

Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable

law will be deemed original signatures for purposes of this agreement. Transmission by telecopy,

electronic mail or other transmission method (including .pdf or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or

www.echosign.com) of an executed counterpart of this agreement will constitute due and

sufficient delivery of such counterpart.

[Signature Pages Follow]

[Signature Page to Lock-Up Agreement]


	Very truly yours,



	(Name)




	(Address)

Exhibit B-1

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

[●], 2026

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to the representatives of the several underwriters in

connection with the offering by Accelevation Holdings Corp. (the “Company”) and certain

selling shareholders of the sCompany, of [●] shares of Class A common stock, par value $0.0001

per share (the “Common Stock”), of the Company and the lock-up agreement dated [●], 2026

(the “Lock-Up Agreement”), executed by you in connection with such offering, and your

request for a [waiver] [release] dated [●], 202[●], with respect to [●] shares of Common Stock

(the “Shares”).

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC hereby agree to [waive]

[release] the transfer restrictions set forth in the Lock-Up Agreement, but only with respect to the

Shares, effective [●], 20[26]; provided, however, that such [waiver] [release] is conditioned on

the Company announcing the impending [waiver] [release] by press release through a major

news service at least two business days before effectiveness of such [waiver] [release]. This

letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-Up Agreement shall remain in

full force and effect.

[Signature Page Follows]

Exhibit B-2


	Very truly yours,

	Morgan Stanley & Co. LLC
	J.P. Morgan Securities LLC


	Acting severally on behalf of themselves and
	the several Underwriters named in Schedule
	II to the Underwriting Agreement


	By:
		Name:
		Title:
cc: Company

Exhibit B-3

FORM OF PRESS RELEASE

Accelevation Holdings Corp.

[Date]

Accelevation Holdings Corp. (the “Company”) announced today that Morgan Stanley & Co.

LLC and J.P. Morgan Securities LLC, the lead book-running managers in the Company’s recent

public sale of [●] shares of its Class A common stock are [waiving][releasing] a lock-up

restriction with respect to [●] shares of the Company’s Class A common stock held by [certain

officers or directors] [an officer or director] of the Company. The [waiver][release] will take

effect on [●], 202[●], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any

other jurisdiction where such offer is prohibited, and such securities may not be offered or

sold in the United States absent registration or an exemption from registration under the

United States Securities Act of 1933, as amended.