INTRODUCTION AND SUCCESS FEE AGREEMENT

Drummond Leonardes Partners

THIS INTRODUCTION AND SUCCESS FEE AGREEMENT (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

DRUMMOND LEONARDES PARTNERS, [LEGAL ENTITY NAME, FORM AND JURISDICTION], with its principal place of business at [ADDRESS] ("Advisor"); and

[CLIENT LEGAL NAME], a [STATE/JURISDICTION] [ENTITY FORM], with its principal place of business at [ADDRESS] ("Client").

Advisor and Client are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client is a professional acquirer of privately held businesses and wishes to be introduced to owners of target companies meeting the criteria set out in Schedule A (the "Buy Box");

WHEREAS, Client has ordered a stated number of Qualified Introductions at the per-introduction fee set out in Schedule B (the "Order");

WHEREAS, Advisor operates a proprietary origination capability, including a proprietary database of United States companies assembled from open web sources and public federal and state filings, and provides buy-side origination and transaction support services to acquirers;

WHEREAS, Advisor acts exclusively for acquirers and does not represent, and is not compensated by, sellers or their shareholders in connection with any Transaction contemplated by this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set out below, the Parties agree as follows.

1. ENGAGEMENT AND SCOPE OF SERVICES

1.1 Engagement. Client engages Advisor, and Advisor accepts the engagement, to deliver the number of Qualified Introductions stated in the Order, against the Buy Box, together with the transaction support described in Section 1.2(g) (the "Services").

1.1A Qualified Introduction — definition. A "Qualified Introduction" is delivered only when it comprises all four of the following:

(a) a company falling within the Buy Box as confirmed in writing under Section 1.2(a);

(b) the owner or decision-maker having authority to sell that company, identified by name;

(c) a direct contact route to that person, comprising email address and telephone number to the extent Advisor holds them; and

(d) that person's own statement, in writing or on a recorded telephone call, that they would consider a sale of the company or would take a meeting to discuss one. A copy or recording of the statement is delivered to Client with the introduction.

For the avoidance of doubt, none of the following is a Qualified Introduction: a company that meets the Buy Box but has not responded; a generic or departmental contact; an owner who has expressed no view; or any list of companies.

1.2 Services. During the Term, Advisor shall:

(a) Buy Box confirmation. Work with Client to document the sector and geographic scope, size parameters, ownership profile and exclusions constituting the Buy Box, and confirm it to Client in writing. The delivery period in Section 3.3 runs from that confirmation;

(b) Market mapping. Construct a target universe of companies matching the Buy Box, drawn from Advisor's proprietary database and supplemented by analyst research, and report to Client the size of that universe and its coverage. Advisor does not deliver the target universe to Client. Client may at any time give Advisor, in writing, a list of companies to be excluded from outreach, and Advisor shall honour it;

(c) Owner identification. Identify owners, principals and decision-makers within the target universe and compile contact pathways;

(c1) Exclusivity of each introduction. Each Qualified Introduction is delivered to Client alone. Advisor shall not introduce, and shall not have introduced, the same company to any other client of Advisor — whether before or after, and whether under the same or a different buy box. Where the criteria of two clients would reach the same company, the earlier Order to which that company qualifies takes it and the later client is not shown it. This obligation survives termination and is not limited in time;

(d) Outreach. Conduct confidential outreach to companies in the target universe in Advisor's own name and on an undisclosed-principal basis, using messaging approved by Client in writing in advance, across the following channels:

1. Physical mail, at Advisor's cost;
2. Electronic mail, from sending infrastructure operated by Advisor;
3. Telephone contact with owners and principals;
4. Professional network outreach, including LinkedIn;
5. Such other channels as the Parties agree in writing.

Advisor shall not identify Client by name in any initial approach. Advisor may describe Client to a Target only by means of an anonymous buyer profile approved by Client in writing, and shall disclose Client's identity to a Target only with Client's prior consent, given case by case. Advisor shall not use Client's corporate domain, email addresses, letterhead or marks in any outreach;

(e) Qualification. Screen and qualify responses against the Mandate Criteria, including size, ownership, owner motivation and timing, and deliver to Client only those opportunities that meet the Mandate Criteria, together with a written summary of fit, gaps and recommended next steps;

(f) Introduction. Arrange and coordinate introductory meetings between Client and qualified owners;

(g) Transaction support. Attend all meetings between Client and a Target by video conference or telephone, and support Client throughout indication of interest, letter of intent, due diligence coordination, negotiation and closing.

1.3 Reporting. Advisor shall provide Client with a written progress report not less than every two (2) weeks during the Term, covering target universe coverage, outreach volume, responses, qualified conversations and scheduled meetings.

1.4 What the Services are not. Client acknowledges and agrees that:

(a) Advisor does not guarantee that any company will respond, that any meeting will occur, that any Transaction will be identified, agreed or completed, or that any particular number of opportunities will be delivered;

(b) Advisor does not provide legal, tax, accounting, actuarial, environmental, regulatory or valuation advice, and Client shall rely on its own advisors in each of those disciplines;

(c) Advisor does not conduct due diligence on Targets and makes no representation or warranty as to the accuracy or completeness of any information originating from a Target or from a third-party source;

(d) Advisor does not provide investment advice, does not make personal recommendations, does not effect securities transactions for the account of others outside the scope described in Section 12, and is not an investment adviser, broker-dealer, placement agent, underwriter or credit institution;

(e) Client is solely responsible for the decision to pursue, negotiate, structure, finance and complete any Transaction, and for the price and terms it agrees.

1.5 Non-exclusivity of Client's other channels. Nothing in this Agreement prevents Client from sourcing acquisitions through its own efforts, intermediaries, brokers, bankers or any other channel. Advisor's fee entitlement is limited to Registered Targets as defined in Section 4.

1.6 Advisor's exclusivity lane. During the Term, Advisor shall not accept a mandate from another client to conduct an acquisition search within the same combination of industry sub-sector and geography set out in the Mandate Criteria (the "Exclusive Lane"). Advisor remains free to act for other clients outside the Exclusive Lane.

2. TERM AND TERMINATION

2.1 Term. This Agreement commences on the Effective Date and continues until the last of the Qualified Introductions in the Order has been delivered or refunded, and thereafter for so long as any Registered Target remains within the Tail Period in Section 4.4 (the "Term").

2.2 Further orders. Client may place further Orders at any time. Each Order is governed by this Agreement and identifies its own Buy Box and delivery period.

2.3 Termination for cause. Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach that remains uncured fifteen (15) days after written notice of the breach. On termination by Client for Advisor's breach, Advisor shall refund the fee for every Qualified Introduction not yet delivered.

2.4 Effect of termination. Termination does not affect: (a) fees for Qualified Introductions already delivered; (b) any Success Fee that has accrued or that accrues under the Tail Period in Section 4.4; (c) the exclusivity obligation in Section 1.2(c1); or (d) the provisions listed in Section 15.9.

3. INTRODUCTION FEE

3.1 Amount and payment. Client shall pay Advisor, in full on placing the Order, the per-introduction fee corresponding to the annual revenue band of the companies to be introduced, multiplied by the number of introductions ordered:

Minimum Order: EUR 1,000. Fees are payable in immediately available funds by the payment method Advisor designates. All amounts in this Agreement are expressed and payable in euro (EUR), and the Success Fee in Section 4 is calculated on Transaction Value converted into euro (EUR) at the spot mid-market rate on the closing date published by the European Central Bank's euro foreign exchange reference rates where the Transaction is denominated in another currency.

3.2 What the Introduction Fee covers. The Introduction Fee covers all of the Services in Section 1.2, including Advisor's costs of physical mail, electronic mail, telephone contact, contact data and sending infrastructure. It does not cover quality-of-earnings, legal, tax, environmental or regulatory diligence, or Client's own counsel, each of which Client engages and pays for directly. Advisor is not a law firm and gives no legal advice.

3.3 Delivery period. Advisor shall deliver the Qualified Introductions in the Order within ninety (90) days of confirming the Buy Box under Section 1.2(a).

3.4 Refund of the undelivered. Any Qualified Introduction in the Order not delivered by the end of the period in Section 3.3 is refunded in full, without Client having to request it, within fifteen (15) days of that date. Client retains every Qualified Introduction already delivered and the market information already provided. This is Client's sole financial remedy for non-delivery.

3.5 No credit against the Success Fee. The Introduction Fee pays for origination. The Success Fee in Section 4 pays for the transaction. The Introduction Fee is not credited against the Success Fee, and the Success Fee is payable in addition to it.

3.6 Signature before delivery. Advisor shall deliver no Qualified Introduction before this Agreement has been signed by both Parties.

4. SUCCESS FEE

4.1 Trigger. Client shall pay Advisor a success fee (the "Success Fee") upon the closing of any Transaction between Client (or any Client Affiliate) and a Registered Target.

4.2 Definitions.

"Transaction" means the acquisition, directly or indirectly, in one transaction or a series of related transactions, by Client or any Client Affiliate, of (a) a controlling interest in the equity securities of a Registered Target; (b) all or substantially all of the assets of a Registered Target or of a business division thereof; or (c) any merger, consolidation, business combination, recapitalisation or similar transaction resulting in Client or a Client Affiliate holding control of a Registered Target or of the business conducted with its assets.

"Registered Target" means any company that (a) is entered on the Register of Registered Targets in Schedule C; or (b) is first identified to Client in writing by Advisor, in each case where Client had no prior substantive contact with that company. Advisor shall maintain, and provide to Client on request, a dated written register of all Registered Targets. Client may, within ten (10) business days of receiving any addition to the register, notify Advisor in writing that it had prior substantive contact with a named company, in which case that company is removed from the register. Absent such notice, the register is conclusive.

"Transaction Value" means the total consideration paid or payable in connection with the Transaction, comprising: (a) cash paid at closing; (b) the fair value of any securities or other non-cash consideration issued or transferred; (c) the principal amount of any indebtedness assumed, refinanced or repaid by Client at or in connection with closing, and of any indebtedness of the Registered Target remaining outstanding at closing where the Transaction is structured as an equity purchase; (d) the amount of any deferred consideration, vendor note, seller financing or holdback, at face value; (e) amounts placed in escrow, at face value; (f) the value of any rollover equity retained by the sellers, valued on the same basis as the consideration paid to non-rolling sellers; (g) any payments made to sellers or their affiliates under non-competition, consulting or employment arrangements entered into in connection with the Transaction, to the extent they exceed fair market value for the services concerned; and (h) any earn-out or contingent consideration, which shall be included only if, as and when actually paid, with the corresponding portion of the Success Fee falling due within thirty (30) days of each such payment.

Transaction Value excludes: ordinary-course working capital adjustments, transaction expenses paid to third parties, and any consideration paid for real property acquired at fair market value in a separate transaction.

"Client Affiliate" means any entity that controls, is controlled by, or is under common control with Client, including any fund, portfolio company, holding company, co-investment vehicle or special purpose vehicle used by Client to complete a Transaction.

4.3 Rate. The Success Fee is calculated on Transaction Value on a marginal basis, as follows:

Minimum Success Fee: one hundred and thirty thousand euro (EUR 130,000) per Transaction. The Introduction Fee is not credited against it (Section 3.5).

Illustrative, for reference only: a Transaction Value of EUR 10,000,000 produces a Success Fee of EUR 325,000; a Transaction Value of EUR 25,000,000 produces a Success Fee of EUR 625,000; a Transaction Value of EUR 50,000,000 produces a Success Fee of EUR 1,000,000.

4.4 Tail Period. If this Agreement expires or is terminated for any reason, the Success Fee remains payable in full on any Transaction with a Registered Target that closes within twenty-four (24) months of the date of expiry or termination (the "Tail Period"). The Tail Period applies only to companies entered on the register of Registered Targets on or before the date of expiry or termination.

4.5 Non-circumvention. During the Term and the Tail Period, neither Client nor any Client Affiliate shall, directly or indirectly, complete a Transaction with a Registered Target through any structure, intermediary, nominee, joint venture, co-investor or third party arranged for the purpose of avoiding or reducing the Success Fee. Any Transaction so structured gives rise to the Success Fee as if it had been completed directly by Client.

4.6 Payment. The Success Fee is due and payable in immediately available funds at the closing of the Transaction, out of the closing, save for the portion attributable to earn-out or contingent consideration, which is payable under Section 4.2(h). Client shall furnish Advisor with a written calculation of Transaction Value, together with the closing statement or equivalent supporting documentation, not later than five (5) business days after closing.

4.7 Late payment. Amounts not paid when due bear interest at the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by applicable law, from the due date until paid.

4.8 No fee from sellers. Advisor shall not solicit, accept or receive any fee, commission, retainer, carried interest, equity, expense reimbursement or other consideration from any Registered Target, from any seller or shareholder of a Registered Target, or from any of their respective affiliates or advisors, in connection with any Transaction under this Agreement. Advisor shall disclose to Client in writing any relationship it has with a Registered Target that could reasonably be perceived to conflict with its duties under this Agreement.

5. EXPENSES

5.1 Advisor bears the cost of the Services, including the whole of the outreach programme described in Section 1.2(d), as stated in Section 3.2.

5.2 Client shall reimburse Advisor for out-of-pocket expenses that (a) are incurred at Client's request, (b) fall outside the scope of Section 3.2, and (c) have been approved by Client in writing in advance. Advisor shall not incur any reimbursable expense without such prior written approval. Travel and accommodation are reimbursable only where Client has requested in-person attendance in writing.

6. CLIENT OBLIGATIONS

6.1 Client shall: (a) provide the information Advisor reasonably requires to define and execute the Mandate; (b) review and approve or reject the outreach messaging within ten (10) business days of delivery; (c) notify Advisor promptly of any company with which Client has prior substantive contact; (d) respond to qualified opportunities within a reasonable time; (e) notify Advisor promptly of any contact received from, or made to, a Registered Target other than through Advisor; and (f) notify Advisor of the signing and of the closing of any Transaction with a Registered Target.

6.2 Information. Client represents that information it supplies to Advisor for use in outreach, including any description of Client, its funds, its track record and its acquisition criteria, is accurate and not misleading, and that Client is authorised to have that information communicated to third parties. Client shall promptly correct any such information that becomes inaccurate.

6.3 Capacity. Client represents that it has the financial capacity, or a credible and identified path to financing, to complete a Transaction within the Mandate Criteria.

7. CONFIDENTIALITY

7.1 Each Party shall keep confidential all non-public information of the other Party, and of any Registered Target, disclosed in connection with this Agreement, shall use it solely for the purposes of this Agreement, and shall not disclose it except to those of its officers, employees, professional advisors, financing sources and affiliates who need to know it and who are bound by equivalent obligations.

7.2 The obligation does not apply to information that is or becomes public other than by breach of this Agreement, was lawfully known to the recipient before disclosure, is lawfully received from a third party without restriction, or is independently developed. A Party may disclose confidential information to the extent required by law, regulation or court order, giving the other Party such prior notice as is lawfully permitted.

7.3 Target confidentiality. Advisor shall not disclose the identity of a company approached on Client's behalf to any third party. Advisor shall not disclose Client's identity to a Target until Client has approved that disclosure in writing, save that Advisor may state in general terms that it acts for an acquirer of a described type.

7.4 Data protection. Each Party shall comply with applicable data protection law in relation to personal data processed under this Agreement, including, where applicable, the EU General Data Protection Regulation and applicable U.S. state privacy statutes. Advisor shall maintain a suppression list and shall honour opt-out requests received from any individual contacted in the course of the Services.

7.5 Publicity. Advisor shall not name Client, or identify any Transaction, in any marketing, website or public communication without Client's prior written consent. Client's consent may be given on an anonymised basis.

8. REPRESENTATIONS AND WARRANTIES OF ADVISOR

8.1 Advisor represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) it will perform the Services with reasonable care and skill and in accordance with applicable law; (c) it is not, and is not required to be, registered as a broker-dealer with the U.S. Securities and Exchange Commission, and performs the Services in reliance on the exemption in Section 15(b)(13) of the Securities Exchange Act of 1934 as described in Section 12; (d) it will not receive, hold, transmit or take custody of any funds or securities in connection with a Transaction; and (e) it will not provide, directly or indirectly, any financing in connection with a Transaction.

8.2 No guarantee. Except as expressly stated in Section 8.1, Advisor gives no warranty of any kind, express or implied, in relation to the Services or their outcome.

9. INDEMNIFICATION

9.1 By Client. Client shall indemnify, defend and hold harmless Advisor and its officers, employees, agents and affiliates (each an "Indemnified Person") from and against any loss, claim, damage, liability, cost or expense (including reasonable legal fees) arising out of or relating to (a) any information supplied by Client for use in outreach that is inaccurate or misleading; (b) Client's breach of this Agreement; (c) any Transaction, or any dispute between Client and a Registered Target or its shareholders; or (d) any claim brought by a third party in connection with the engagement, except to the extent the loss is finally determined by a court of competent jurisdiction to have resulted from the gross negligence, wilful misconduct or fraud of the Indemnified Person.

9.2 By Advisor. Advisor shall indemnify Client against any loss finally determined by a court of competent jurisdiction to have resulted from Advisor's gross negligence, wilful misconduct or fraud, subject to the limit in Section 10.

9.3 Procedure. The indemnified party shall notify the indemnifying party promptly of any claim, shall not settle without the indemnifying party's written consent (not unreasonably withheld), and shall provide reasonable cooperation. The indemnifying party may assume the defence with counsel reasonably acceptable to the indemnified party.

10. LIMITATION OF LIABILITY

10.1 Except in respect of Client's payment obligations under Sections 3, 4 and 5, Client's indemnity under Section 9.1, and either Party's fraud or wilful misconduct, the aggregate liability of each Party under or in connection with this Agreement shall not exceed the total fees actually paid by Client to Advisor under this Agreement.

10.2 Neither Party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, loss of opportunity or loss of anticipated savings, however arising.

10.3 Advisor is not liable for any act, omission, statement, misrepresentation or default of any Registered Target, seller, financing source or third-party service provider.

11. INDEPENDENT CONTRACTOR

Advisor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between the Parties. Advisor has no authority to bind Client, to make any commitment on Client's behalf, to negotiate final terms, or to sign any document on Client's behalf, in each case except as Client authorises in writing on a case-by-case basis.

12. REGULATORY STATUS

12.1 M&A broker exemption. The Parties intend that the Services fall within the exemption for M&A brokers in Section 15(b)(13) of the Securities Exchange Act of 1934, added by Division AA, Title V of the Consolidated Appropriations Act, 2023, and effective 29 March 2023. Accordingly, this Agreement applies only to a Transaction in which:

(a) the Registered Target is an "eligible privately held company", being a company that (i) has no class of securities registered, or required to be registered, under Section 12 of the Exchange Act and is not required to file reports under Section 15(d), and (ii) in the fiscal year ending immediately before the fiscal year in which the Services in respect of that company begin, had either earnings before interest, taxes, depreciation and amortisation of less than US$25,000,000 or gross revenues of less than US$250,000,000;

(b) Client (together with any Client Affiliate and any co-investor acting in concert) will, upon closing, control the Registered Target or the business conducted with its assets, and will be active in the management or operation of that business;

(c) Advisor does not receive, hold, transmit or take custody of the funds or securities to be exchanged;

(d) the Transaction does not involve a public offering, a shell company (other than a business combination related shell company), or the formation of a group of buyers by Advisor; and

(e) Advisor does not provide financing, directly or indirectly, in connection with the Transaction.

12.2 Out-of-scope transactions. If a prospective Transaction would fall outside Section 12.1, Advisor shall notify Client in writing and, unless the Parties agree in writing on an alternative structure that both Parties' counsel confirm to be lawful, Advisor's role in respect of that Transaction shall be limited to the introduction, and the Parties shall agree in writing on the fee, if any, payable in respect of it.

12.3 State law. The Parties acknowledge that the federal exemption in Section 12.1 does not pre-empt state securities laws, that state requirements are not uniform, and that each Party has obtained, or has had the opportunity to obtain, its own legal advice on the position in the states relevant to a given Transaction.

12.4 No regulated activity. Advisor does not carry on investment advisory business, does not manage assets, does not underwrite or place securities, and is not an "investment adviser" within the meaning of the Investment Advisers Act of 1940 or of any analogous law.

13. INTELLECTUAL PROPERTY AND WORK PRODUCT

13.1 Advisor retains all right, title and interest in its proprietary database, screening methodology, software, models, templates and sending infrastructure, and in any general know-how developed in the course of the engagement.

13.2 On payment of the Introduction Fee, Client receives a perpetual, non-exclusive, non-transferable licence to use, for its own internal acquisition purposes, the contact records, the outreach history and the qualification notes relating to Targets introduced to Client under this Agreement. Client shall not resell, license or distribute that material to third parties.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing law. This Agreement, and any dispute arising out of or in connection with it, is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in the English language. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek interim or injunctive relief from a court of competent jurisdiction without waiving this Section.

14.3 Waiver of jury trial. To the extent any dispute proceeds in court notwithstanding Section 14.2, each Party irrevocably waives any right to trial by jury.

14.4 Fees. In any arbitration or proceeding to enforce payment of the Success Fee, the prevailing Party is entitled to recover its reasonable legal fees and costs.

15. GENERAL

15.1 Entire agreement. This Agreement, together with its Schedules, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, proposals and understandings, written or oral.

15.2 Amendment. No amendment is effective unless in writing and signed by both Parties. Additions to the register of Registered Targets made under Section 4.2 are not amendments and do not require signature.

15.3 Assignment. Neither Party may assign this Agreement without the other's prior written consent, save that Client may assign to a Client Affiliate on written notice, and Advisor may assign to a successor to substantially all of its business, in each case provided the assignee assumes all obligations under this Agreement.

15.4 Notices. Notices must be in writing and are effective on delivery when sent to the addresses on the signature page, by email with confirmation of receipt, by internationally recognised courier, or by certified mail.

15.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement continues in full force.

15.6 Waiver. No failure or delay in exercising a right operates as a waiver of it.

15.7 Counterparts and electronic signature. This Agreement may be signed in counterparts and delivered electronically. Electronic signatures have the same effect as manuscript signatures.

15.8 Third parties. Except for Indemnified Persons under Section 9.1, no person who is not a Party has any right to enforce any term of this Agreement.

15.9 Language. This Agreement is made in the English language. Any translation of it, or of the website pages describing the Services, is provided for convenience only; in the event of any discrepancy, the English text of this Agreement governs.

15.10 Survival. Sections 3.3, 4 (including the Tail Period), 5, 7, 8, 9, 10, 12, 13, 14 and 15 survive expiry or termination.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SCHEDULE A — BUY BOX

As described by Client on placing the Order and confirmed in writing by Advisor.

Approval of outreach messaging, and any list of companies to be excluded from outreach, is given by written confirmation, including by email, from [NAME, TITLE].

SCHEDULE B — ORDER AND FEE SUMMARY

SCHEDULE C — REGISTER OF REGISTERED TARGETS

Maintained by Advisor under Section 4.2 and provided to Client on request. Each entry records: company legal name; domicile; date first introduced to Client in writing; source (written introduction); and status.