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Published: 2021-03-02 08:43:01 ET

EX-10.1 2 precision-mergeragreemen.htm EX-10.1 precision-mergeragreemen

EXECUTION VERSION CONFIDENTIAL WEIL 97824360V.14 AGREEMENT AND PLAN OF MERGER AMONG COLUMBUS MCKINNON CORPORATION, DORNER MERGER SUB INC., PRECISION BLOCKER, INC., AND, PRECISION TOPCO LP (AS REPRESENTATIVE OF THE COMPANY EQUITYHOLDERS) MARCH 1, 2021

TABLE OF CONTENTS Page No. i WEIL 97824360V.14 ARTICLE I DEFINITIONS ...................................................................................................................................1 1.1 Definitions ..........................................................................................................................................1 1.2 Interpretation ....................................................................................................................................16 ARTICLE II THE MERGER ................................................................................................................................17 2.1 The Merger .......................................................................................................................................17 2.2 Effective Time..................................................................................................................................17 2.3 Effect of the Merger .........................................................................................................................17 2.4 Certificate of Incorporation and Bylaws of the Surviving Company...............................................17 2.5 Managers and Officers .....................................................................................................................18 ARTICLE III MERGER CONSIDERATION; CONVERSION OF SECURITIES ..............................................18 3.1 Calculation and Payment of the Merger Consideration ...................................................................18 3.2 Effect of the Merger on Capital Stock .............................................................................................20 3.3 Post-Closing Adjustments ................................................................................................................22 3.4 Withholding Rights ..........................................................................................................................25 3.5 Payments Administrator ...................................................................................................................25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES ..........................26 4.1 Organization, Qualification, Power and Authority ..........................................................................26 4.2 Authorization; Enforceability...........................................................................................................26 4.3 Capitalization ...................................................................................................................................27 4.4 Non-contravention............................................................................................................................27 4.5 Financial Statements ........................................................................................................................28 4.6 Subsequent Events............................................................................................................................28 4.7 Legal Compliance ............................................................................................................................29 4.8 Tax Matters ......................................................................................................................................29 4.9 Real Property....................................................................................................................................30 4.10 Personal Property; Condition and Sufficiency of Assets .................................................................32 4.11 Intellectual Property .........................................................................................................................32 4.12 Data Privacy .....................................................................................................................................33 4.13 Contracts...........................................................................................................................................35 4.14 Litigation ..........................................................................................................................................37 4.15 Employee Benefits ...........................................................................................................................37 4.16 Environmental Matters .....................................................................................................................38 4.17 Labor Matters ...................................................................................................................................39 4.18 Insurance Policies.............................................................................................................................40 4.19 Affiliate Transactions .......................................................................................................................40 4.20 Top Customers .................................................................................................................................40 4.21 Top Suppliers ...................................................................................................................................41

TABLE OF CONTENTS (cont’d) Page No. ii WEIL 97824360V.14 4.22 Products Warranty............................................................................................................................41 4.23 Anti-Bribery and Anti-Money Laundering ......................................................................................41 4.24 International Trade Matters ..............................................................................................................42 4.25 Accounts and Notes Payable ............................................................................................................42 4.26 Accounts and Notes Receivable .......................................................................................................42 4.27 Powers of Attorney...........................................................................................................................43 4.28 Brokers’ Fees....................................................................................................................................43 4.29 No Other Representations and Warranties .......................................................................................43 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB .....................43 5.1 Organization .....................................................................................................................................43 5.2 Ownership; No Prior Activities........................................................................................................44 5.3 Authorization; Enforceability...........................................................................................................44 5.4 Non-contravention............................................................................................................................44 5.5 Brokers’ Fees....................................................................................................................................45 5.6 Litigation ..........................................................................................................................................45 5.7 Financing..........................................................................................................................................45 5.8 Solvency of the Surviving Company ...............................................................................................46 5.9 Investment Representation; Investigation ........................................................................................46 5.10 Condition of the Business ................................................................................................................47 ARTICLE VI PRE CLOSING COVENANTS OF THE COMPANY ...................................................................47 6.1 Conduct of Business.........................................................................................................................47 6.2 Filings; Consents; Etc.......................................................................................................................49 6.3 Publicity ...........................................................................................................................................50 6.4 Access...............................................................................................................................................50 6.5 Sensitive Information .......................................................................................................................50 6.6 Requisite Stockholder Approvals.....................................................................................................50 6.7 R&W Insurance Policy.....................................................................................................................51 6.8 280G .................................................................................................................................................51 6.9 Supplemental Information................................................................................................................52 6.10 Financing Cooperation .....................................................................................................................52 6.11 Exclusivity........................................................................................................................................55 6.12 Amazon Waiver................................................................................................................................55 ARTICLE VII COVENANTS OF PARENT AND MERGER SUB.......................................................................56 7.1 Filings; Consents; Etc.......................................................................................................................56 7.2 Publicity ...........................................................................................................................................57 7.3 Financing..........................................................................................................................................57 7.4 Joinder Agreement. ..........................................................................................................................59

TABLE OF CONTENTS (cont’d) Page No. iii WEIL 97824360V.14 ARTICLE VIII CONDITIONS PRECEDENT TO THE CLOSING........................................................................59 8.1 Conditions Precedent to Each Party’s Obligations ..........................................................................59 8.2 Conditions Precedent to Obligations of Parent and Merger Sub .....................................................60 8.3 Conditions Precedent to Obligations of the Company .....................................................................60 ARTICLE IX CLOSING.........................................................................................................................................61 9.1 Deliveries by the Company ..............................................................................................................61 9.2 Deliveries by Parent and Merger Sub ..............................................................................................62 ARTICLE X POST CLOSING COVENANTS.....................................................................................................62 10.1 Tax Matters ......................................................................................................................................62 10.2 Director and Officer Liability and Indemnification .........................................................................64 10.3 Employee Matters ............................................................................................................................65 10.4 Certain Consents ..............................................................................................................................66 10.5 Release .............................................................................................................................................66 10.6 Confidentiality..................................................................................................................................67 ARTICLE XI TERMINATION ..............................................................................................................................67 11.1 Termination of Agreement ...............................................................................................................67 11.2 Effect of Termination .......................................................................................................................69 ARTICLE XII MISCELLANEOUS.........................................................................................................................70 12.1 Expenses...........................................................................................................................................70 12.2 No Third Party Beneficiaries............................................................................................................70 12.3 Entire Agreement .............................................................................................................................71 12.4 Succession and Assignment .............................................................................................................71 12.5 Counterparts .....................................................................................................................................71 12.6 Headings...........................................................................................................................................71 12.7 Notices..............................................................................................................................................71 12.8 Governing Law; Waiver of Jury Trial..............................................................................................72 12.9 Survival ............................................................................................................................................73 12.10 Amendments and Waivers ...............................................................................................................75 12.11 Severability.......................................................................................................................................75 12.12 Construction; Disclosure ..................................................................................................................75 12.13 Incorporation of Exhibits and Schedules .........................................................................................75 12.14 Specific Performance .......................................................................................................................75 12.15 Company Representative..................................................................................................................76 12.16 Representation of the Representative, the Company Equityholders and Affiliates .........................79 12.17 Non-Recourse...................................................................................................................................79

TABLE OF CONTENTS (cont’d) Page No. iv WEIL 97824360V.14 EXHIBITS Exhibit A-1 – Accounting Principles Exhibit A-2 – Working Capital Schedule Exhibit B – Form of Escrow Agreement Exhibit C – Letter of Transmittal Exhibit D – Form of Amended and Restated Certificate of Incorporation Exhibit E – Form of Certificate of Merger Exhibit F – Form of Payments Agreement SCHEDULES Disclosure Schedules

WEIL 97824360V.14 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 1, 2021 by and among (i) Columbus McKinnon Corporation, a New York corporation (“Parent”), (ii) following the execution and delivery of a Joinder Agreement (as defined below), Dorner Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Precision Blocker Inc., a Delaware corporation (the “Company”), and Precision TopCo LP, a Delaware limited partnership (the “Representative”). RECITALS WHEREAS, it is proposed that, subject to the terms and conditions herein, Parent will directly or indirectly acquire all of the issued and outstanding shares of Company Common Stock (collectively, the “Acquisition”); WHEREAS, within one (1) Business Day following the date hereof, Parent shall form Merger Sub; WHEREAS, in order to effect the Acquisition, it is proposed that on the Closing Date, Merger Sub shall, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) on the terms and subject to the conditions set forth in this Agreement; WHEREAS, the respective boards of directors of Parent and the Company have (a) approved the execution and delivery of, and their respective performance under, this Agreement and (b) resolved that the transactions contemplated by this Agreement (including the Acquisition and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the DGCL) are advisable and in the best interests of their respective equityholders; and WHEREAS, to induce the other parties hereto to enter into this Agreement and consummate the transactions contemplated hereby, the parties to this Agreement desire to make certain representations, warranties, covenants and other agreements in connection with the Merger. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. As used herein, the following terms shall have the meanings ascribed to them in this Section 1.1. “Accounting Firm” has the meaning set forth in Section 3.3(b) below. “Accounting Principles” means the accounting methods, assumptions, policies, principles, practices and procedures set forth in Exhibit A-1.

2 WEIL 97824360V.14 “Accounts Receivables” has the meaning set forth in Section 4.26(a) below. “Acquisition” has the meaning set forth in the recitals above. “Acquisition Proposal” means any offer or proposal concerning any (i) merger, consolidation, business combination or similar transaction involving the Company or its Subsidiaries, (ii) liquidation, dissolution or recapitalization or similar transaction involving the Company or its Subsidiaries, (iii) sale, lease or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture, or otherwise of assets of the Company or its Subsidiaries representing a material portion of the consolidated assets of the Company and its Subsidiaries, (iv) issuance, sale, or other disposition of (including by way of merger, consolidation, business combination, share exchange, joint venture or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing a material portion of the voting power of the Company and its Subsidiaries, (v) transaction in which any Person shall acquire beneficial ownership, or the right to acquire beneficial ownership or any group shall have been formed which beneficially owns or has the right to acquire beneficial ownership of a material portion of the outstanding voting equity securities of the Company and its Subsidiaries or (vi) any combination of the foregoing (other than the transactions contemplated hereby). “Additional Merger Consideration” means, as of any date of determination, without duplication, the sum of: (a) the portion of the Escrow Amount paid or payable to the Company Equityholders pursuant to this Agreement, the Consideration Schedule and the Escrow Agreement, plus (b) any consideration paid or payable to the Company Equityholders pursuant to Section 3.3(c), plus (c) the Pre-Closing Tax Refunds payable to the Company Equityholders pursuant to Section 10.1(a)(iv), plus (d) any portion of the Representative Holdback Amount to be distributed to the Company Equityholders following the Closing pursuant to Section 12.15(c), plus (e) any other consideration paid or payable to the Company Equityholders pursuant to this Agreement (other than the Closing Merger Consideration), in each case, in accordance with their respective Allocable Portions as set forth on the Consideration Schedule. “Additional Option Consideration” shall mean the aggregate Option Consideration (if any) payable following the Closing to the Company Optionholders, which represents the Company Optionholders’ aggregate Allocable Portion of the Additional Merger Consideration. “Adjustment Notice Date” has the meaning set forth in Section 3.3(a) below. “AECA” has the meaning set forth in Section 4.24(b) below. “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, “controlling,” “controlled” and “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise; provided that, except for purposes of Section 4.19, the term “Affiliate” shall exclude portfolio companies in which funds or vehicles advised by EQT Partners Inc. or any of its Affiliates hold an interest or investment (other than the Companies and their respective Subsidiaries). For the avoidance of doubt, (x) the term “Affiliate” used with respect to Parent shall include the Surviving Company and their respective Subsidiaries following the Effective Time and (y) the term “Affiliate” used with respect to the Company Equityholders shall include the Group Companies prior to the Effective Time. “Aggregate Exercise Price” means the aggregate exercise price of all vested Company Options that are outstanding and unexercised as of immediately prior to the Effective Time.

3 WEIL 97824360V.14 “Agreement” has the meaning set forth in the introductory paragraph above. “Allocable Portion” means, for any Person, the percentage of the Merger Consideration and Additional Merger Consideration (if any) to which such Person may be entitled, as set forth on the Consideration Schedule. “Alternative Financing” has the meaning set forth in Section 7.3(d) below. “Amazon” means Amazon Robotics LLC. “Amazon Product Schedule” means Product Schedule No. 1, which forms part of that certain Master Services Agreement, each dated as of June 20, 2019, by and between Dorner Manufacturing and Amazon. “Amazon ROFO” means the provisions, terms and conditions set forth in Section 11 of the Amazon Product Schedule. “Amazon Waiver” has the meaning in Section 8.1(c). “Amazon Waiver Deadline” has the meaning in Section 6.12. “Ancillary Transaction Documents” means the Confidentiality Agreement, the Letters of Transmittal, the Escrow Agreement and the Payments Agreement. “Annual Financial Statements” has the meaning set forth in Section 4.5(a)(i) below. “Anti-Bribery Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, and (ii) any other anti-bribery and anti-corruption Laws applicable to the Group Companies or their operations from time to time, in each case as amended from time to time. “Anti-Money Laundering Laws” means all Laws relating to money laundering, terrorist financing, or the proceeds of criminal activity applicable to the Group Companies or their operations from time to time, in each case as amended from time to time. “Antitrust Laws” has the meaning set forth in Section 7.1(c) below. “Applicable Ownership Period” means the period from March 15, 2017 to the relevant date of determination. “Balance Sheet Date” has the meaning set forth in Section 4.5(a)(ii) below. “Business Day” means any day other than a Saturday or Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by Law to close. “CAATSA” has the meaning set forth in Section 4.24(b) below. “CARES Act” means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. 116–136 (03/27/2020). “Cash on Hand” means, as of any given time of determination, all unrestricted cash, cash equivalents and marketable securities (including restricted cash, short-term investments and other liquid investments, amount held in escrow or otherwise held as deposits (including up to $4,000,000 of customer

4 WEIL 97824360V.14 deposits) or collateral), and the total amount of outstanding cash, checks, funds, drafts and wires received by or in transit to the Company, any of its Subsidiaries or its or their respective banks or merchant processors but not yet credited against the applicable account (and regardless of whether cleared) of the Group Companies, in each case, determined on a consolidated basis in accordance with the Accounting Principles. For the avoidance of doubt, Cash on Hand shall (a) be calculated net of all issued but uncleared checks and outbound wires not yet debited from any Group Company’s account, and (b) not include Current Assets. “CBP” has the meaning set forth in Section 4.24(a) below. “Certificate of Merger” has the meaning set forth in Section 2.2(b) below. “Closing” has the meaning set forth in Section 2.2(a) below. “Closing Cash on Hand” means the Cash on Hand as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date, calculated in accordance with the Accounting Principles; provided, that Closing Cash on Hand shall be reduced by any amounts used to pay Transaction Expenses between 11:59pm EST on the day immediately prior to the Closing Date and the Closing. “Closing Date” has the meaning set forth in Section 2.2(a) below. “Closing Indebtedness” means the Indebtedness of the Group Companies as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date, calculated in accordance with the Accounting Principles; provided, however, Tax Liability Amount shall be calculated as of the end of the day on the Closing Date. “Closing Merger Consideration” means the portion of the Merger Consideration payable at Closing to Company Equityholders in accordance with Section 3.1(c), calculated in accordance with the Accounting Principles and Section 3.1(a). “Closing Option Consideration” shall mean the aggregate Option Consideration payable at the Closing to the Company Optionholders, which represents the Company Optionholders’ aggregate Allocable Portion of the Closing Merger Consideration. “Closing Transaction Expenses” means the Transaction Expenses that are unpaid as of the Closing. “Closing Working Capital” means, as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date, an amount equal to Current Assets minus Current Liabilities calculated including the same line items set out on the Working Capital Schedule attached hereto as Exhibit A-2, which the parties hereto acknowledge and agree represents an illustrative calculation of Closing Working Capital as of December 31, 2020, in each case, calculated in accordance with the Accounting Principles. “Closing Working Capital Target” means $14,000,000. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Company” has the meaning set forth in the introductory paragraph above. “Company Common Stock” means the common stock, par value $0.01 per share, of the Company.

5 WEIL 97824360V.14 “Company Equityholders” means the holders of Company Common Stock or Company Options, as listed on Schedule 1.1(b) hereto. “Company Intellectual Property” means all Intellectual Property owned or purported to be owned by the Group Companies. “Company IT Systems” means the Software, computer systems, servers, hardware, devices, networks, network equipment and databases that are used to process, store, maintain and operate data, information and functions used in connection with the business of the Group Companies as currently conducted. “Company Option Plan” means that certain Precision Blocker Inc. 2017 Equity Incentive Plan. “Company Optionholder” means any holder of Company Options. “Company Options” means all outstanding options to purchase shares of Company Common Stock, whether vested or unvested, granted pursuant to the Company Option Plan or pursuant to individual stock option agreements. “Company Shares” means the Company Common Stock. “Company Software” means the Software owned by the Group Companies. “Company’s Knowledge” means the actual knowledge, after reasonable inquiry, of Terry Schadeberg and Ron Vick. “Confidentiality Agreement” means that certain letter agreement dated October 20, 2020 by and between Dorner Holding Corp., a Delaware corporation, and Dorner Holding Corp. “Confidential Information” has the meaning set forth in Section 10.6. “Consideration Schedule” has the meaning set forth in Section 3.1(b) below. “Continuing Employee” means any individual employed by the Group Companies immediately prior to the Closing who continues his or her employment with the Surviving Company or its Subsidiaries following the Closing. “Contracts” has the meaning set forth in Section 4.13 below. “Current Assets” means the aggregate amount of the current assets of the Group Companies as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date as set out on Exhibit A-2, but excluding Cash on Hand and deferred and income Tax assets and eliminating, for the avoidance of doubt, intercompany receivables, payables and indebtedness owing between the Group Companies. “Current Liabilities” means the aggregate amount of the current liabilities of the Group Companies as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date as set out on Exhibit A-2, but excluding (i) Transaction Expenses, (ii) deferred and income Tax liabilities, (iii) Indebtedness, and (iv) intercompany receivables, payables and indebtedness owing between the Group Companies. “D&O Indemnified Person” has the meaning set forth in Section 10.2(b) below.

6 WEIL 97824360V.14 “Definitive Financing Agreements” has the meaning set forth in Section 7.3(b) below. “Designated Contacts” has the meaning set forth in Section 6.4 below. “DGCL” has the meaning set forth in the recitals above. “Disclosure Schedules” or “Schedules” has the meaning set forth in ARTICLE IV below. “Dispute Notice” has the meaning set forth in Section 3.3(b) below. “Dispute Period” has the meaning set forth in Section 3.3(b) below. “Dissenting Shares” has the meaning set forth in Section 3.2(d) below. “Dorner Manufacturing” means Dorner Manufacturing Corp. “Dual Representative” has the meaning set forth in Section 10.6. “EAR” has the meaning set forth in Section 4.24(b) below. “ECRA” has the meaning set forth in Section 4.24(b) below. “Effective Time” has the meaning set forth in Section 2.2(b) below. “Eligible Termination” has the meaning set forth in Section 11.2(b) below. “Employee Benefit Plan” means any (i) “employee benefit plan” (as such term is defined in ERISA § 3(3)) and (ii) other employment, individual consulting, equity, equity-based or cash incentive, bonus, severance, separation, termination, change-in-control, retention, transaction, deferred compensation, retirement, health and welfare, paid time off, or other employee benefit or compensatory plan, program, arrangement, or agreement, in each case of (i) and (ii), that is maintained or sponsored by a Group Company for the benefit of employees or independent contractors of such Group Company, to which a Group Company makes or is obligated to make contributions on behalf of employees of such Group Company, or with respect to which a Group Company has or may be reasonably expected to have any liability, provided, however, that the term “Employee Benefit Plan” shall exclude any statutory employee benefit plan required pursuant to applicable Law. “End Date” has the meaning set forth in Section 11.1(b)(i) below. “Enforceability Exceptions” has the meaning set forth in Section 4.2 below. “Environmental Laws” means all Laws concerning pollution or protection of the environment, natural resources, human health or safety as it relates to exposure to Hazardous Materials. “Environmental Permits” has the meaning set forth in Section 4.16(a) below. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Escrow Account” has the meaning set forth in Section 3.1(c)(i) below. “Escrow Agent” has the meaning set forth in Section 3.1(c)(i) below.

7 WEIL 97824360V.14 “Escrow Agreement” has the meaning set forth in Section 3.1(c)(i) below. “Escrow Amount” means $4,000,000. “Estimated Closing Cash on Hand” has the meaning set forth in Section 3.1(b) below. “Estimated Closing Indebtedness” has the meaning set forth in Section 3.1(b) below. “Estimated Closing Merger Consideration” means the calculation of the Closing Merger Consideration based on the Estimated Statements. “Estimated Closing Option Consideration” means the calculation of the Closing Option Consideration based on the Estimated Statements. “Estimated Closing Transaction Expenses” has the meaning set forth in Section 3.1(b) below. “Estimated Closing Working Capital” has the meaning set forth in Section 3.1(b) below. “Estimated Statements” has the meaning set forth in Section 3.1(b) below. “Estimated Transaction Tax Benefits” has the meaning set forth in Section 3.1(b). “Excluded Shares” has the meaning set forth in Section 3.2(a)(ii). “Fee Letter” has the meaning set forth in Section 5.7(a) below. “Financial Statements” has the meaning set forth in Section 4.5(a)(ii) below. “Financing” has the meaning set forth in Section 5.7(a) below. “Financing Instruments” has the meaning set forth in Section 5.7(a) below. “Financing Sources” means each lender and each other Person (including each agent and arranger) that commits to provide the Financing (including any Alternative Financing), including any commitment letters, engagement letters, fee letters, credit agreements, loan agreements or indentures relating thereto, together with each Affiliate thereof and each officer, director, employee, partner, controlling person, advisor, attorney, agent and representative of each such Person or Affiliate and their respective successors and permitted assigns; provided, that in no event shall Parent, Merger Sub or any of their respective Affiliates constitute a “Financing Source” for any purpose hereunder. “Formation Date” means the date on which Merger Sub is formed and validly incorporated under the Laws of Delaware pursuant to Section 7.4. “Fraud” means a claim for Delaware common law fraud with an intent to deceive brought against a party hereto in respect of a representation contained in this Agreement, the Disclosure Schedules or any certificate delivered pursuant to Sections 8.2(c) or 8.3(c); provided, that at the time such representation was made (i) such representation was inaccurate, (ii) the party making such representation had actual knowledge (and not imputed or constructive knowledge) of, or was willfully blind to, the inaccuracy of such representation, (iii) such party had the intent to deceive another party hereto, and (iv) the other party acted in reliance on such inaccurate representation and suffered loss as a result of such

8 WEIL 97824360V.14 inaccuracy. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness. “Fully Diluted Common Number” shall equal (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Company Options that are outstanding and unexercised as of immediately prior to the Effective Time, less (iii) the aggregate number of Excluded Shares, if any. “GAAP” means United States generally accepted accounting principles. “GDPR” has the meaning set forth in the definition of Privacy Laws. “Goods” has the meaning set forth in Section 4.21(a) below. “Governing Documents” means, as applicable, (a) the certificate of incorporation; (b) the articles of incorporation; (c) the articles of organization; (d) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; (e) the bylaws or any similar document adopted in connection with the creation, formation or organization of a Person; (f) the operating agreement or limited liability company agreement of a limited liability company; and (g) any amendment to any of the foregoing. “Governmental Authority” means any transnational, domestic or foreign federal, state, provincial, local, county or municipal governmental, regulatory or administrative authority, department, commission, board, bureau, court, agency or official (including any court, tribunal or arbitral body) and any political subdivision thereof. “Group Companies” means the Company and its Subsidiaries. “Hazardous Materials” means any materials, substances, or wastes, regardless of physical form or concentration, that could give rise to liability under or that are identified, defined, restricted, listed, or regulated under any Environmental Law as hazardous, toxic, radioactive, corrosive or a pollutant or a contaminant, including but not limited to polychlorinated biphenyls, petroleum or petroleum products or breakdown products, asbestos, toxic mold, and per- and polyfluoroalkyl substances. “HIPAA” has the meaning set forth in the definition of Privacy Laws. “HSR Act” means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. “HSR Fees” means all of the filing fees required to be paid to any Governmental Authority by the Company and/or Parent pursuant to the HSR Act and other Antitrust Laws in connection with obtaining any consents or approvals from any Governmental Authority, in any such instance, with respect to the transactions contemplated by this Agreement. “Indebtedness” means, without duplication, (i) any liability in respect of borrowed money or evidenced by bonds, notes, or letters of credit, surety bonds, bankers’ acceptances or similar facilities (in each case, to the extent drawn), debentures or similar instruments, (ii) any liability representing the balance deferred and unpaid of the purchase price of any property, (iii) any liability in respect of guaranties, direct or indirect, of all or any part of any Indebtedness of any Person, (iv) any liability in respect of interest, fees, prepayment premiums, penalties and other fees and expenses owed with respect to the Indebtedness referred to above assuming the repayment in full of such Indebtedness as of such time, (v) the Tax Liability Amount,

9 WEIL 97824360V.14 (vi) all obligations of such Person for payment of deferred purchase price in connection with prior acquisitions, including any amounts in respect of the “earn-out” or other contingent payment obligation in connection therewith, (vii) any accrued and unpaid severance, bonuses or commissions that are related to the pre-Closing period, and all employment Taxes related thereto, (viii) declared, but unpaid, dividends or distributions of the Group Companies, (ix) any interest owed with respect to any Indebtedness and prepayment penalties, premiums, breakage costs or fees related thereto, (x) the cost of terminating any interest rate swap, forward contract, currency or other hedging arrangements, (xi) liabilities relating to leases classified as capital leases or financial leases in the Financial Statements or in accordance with GAAP, (xii) any amount of payroll Taxes that has been deferred by any of the Group Companies as permitted under the CARES Act that otherwise would have been required to be withheld and paid, and (xiii) all obligations of the type referred to in clauses (i) through (xii) above of other persons secured by any Lien on any property or asset of the Company or any of its Subsidiaries, whether or not such obligation is assumed by the Company or any of its Subsidiaries. Notwithstanding the foregoing, Indebtedness does not include any liabilities in respect of (A) any operating lease obligations (excluding any capital lease obligations), (B) any undrawn letters of credit, performance bonds, and bankers acceptances, (C) indemnities and similar obligations entered into in the ordinary course of business, (D) any Current Liabilities, (E) except as set forth above, deferred Tax liabilities, or (F) any Transaction Expenses. “Indebtedness Payoff Amounts” means the amounts indicated in the Payoff Letters delivered pursuant to Section 9.1(g). “Insurance Policies” has the meaning set forth in Section 4.18 below. “Intellectual Property” means all intellectual property, however denominated, throughout the world, including all intellectual property rights arising out of the following: (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress, brands, slogans, logos and other indicia of origin, and domain names, uniform resource locators and social media accounts and handles, together with the goodwill associated with the foregoing, (c) copyrights, including copyrights in Software, designs, and works, (d) proprietary information, trade secrets, confidential information, know-how, databases, customer and partner lists, lists of sales prospects, business plans, marketing plans, processes, techniques, modifications, improvements, models, drawings, graphics, sketches, schematics and research and development, (e) inventions, discoveries, concepts and ideas (whether patentable or unpatentable) and (f) registrations and applications for registration, common law rights, statutory rights and contractual rights in any of the foregoing. “Interim Financial Statements” has the meaning set forth in Section 4.5(a)(ii) below. “IOR” has the meaning set forth in Section 4.24(a) below. “IP Agreements” has the meaning set forth in Section 4.13(g) below. “ITAR” has the meaning set forth in Section 4.24(b) below. “Joinder Agreement” means a joinder agreement, in form and substance reasonably acceptable to the Company, to be executed and delivered by Merger Sub pursuant to Section 7.4. “Joinder Agreement Effective Date” means the date on which the Joinder Agreement is executed and delivered by Merger Sub pursuant to Section 7.4.

10 WEIL 97824360V.14 “Law” means any domestic or foreign law, statute, regulation, rule (including rules of common law), code, Order, ordinance or other legally enforceable action or requirement enacted, adopted or promulgated by any Governmental Authority. “Leased Real Property” means the real property leased, subleased, licensed to a Group Company or used in the business conducted by any Group Company as of the date hereof, excluding, for the avoidance of any doubt, any Owned Real Property. “Leases” means all leases, subleases, licenses or other agreements, including all amendments, extensions, renewals and guaranties with respect thereto, pursuant to which a Group Company occupies or uses any Leased Real Property. “Legal Proceeding” means any judicial, administrative or arbitral action, suit, charge, claim, hearing, audit, or proceeding (public or private) by or before a Governmental Authority. “Letter of Transmittal” has the meaning set forth in Section 3.2(f) below. “Liability” means any and all debts, liabilities and obligations of any kind or nature, whether direct or indirect, accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, liquidated or unliquidated, or due or to become due whether in contract, tort, strict liability or otherwise. “Lien” means any lien, encumbrance, charge, claim, community property interest, equitable interest, financing statement, security interest, option, pledge, mortgage, easement, encroachment, right of way, right of first refusal, deed of trust, hypothecation or restriction on transfer of title or voting, whether imposed by Contract, Law, equity or otherwise, except for any restrictions on transfer generally arising under any applicable federal or state securities Laws. “Material Adverse Effect” means a change, event, development or circumstance, the effect of which is or would reasonably be expected to become, individually or in the aggregate, materially adverse to the business, assets, results of operations, earnings or condition (financial or otherwise) of the Group Companies taken as a whole; provided, however, that Material Adverse Effect shall not include any change, event or development resulting from, relating to or arising out of: (i) general business or economic conditions, including changes in (x) financial or credit market conditions anywhere in the world, (y) interest rates or currency exchange rates or (z) trade agreements, tariffs, anti-dumping actions, or other trade actions; (ii) conditions generally affecting any of the industries in which any Group Company operates; (iii) acts of God or other calamities, national or international political or social actions or conditions, including (A) the results of any election, (B) the engagement by any country or foreign organization in hostilities (or the escalation thereof), whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack and (C) any public health emergency, widespread occurrences of infectious diseases, epidemic, pandemic or disease outbreak, or changes in actual or threatened pandemics (including COVID-19, SARS-CoV-2 virus or any mutation or variation thereof or related health condition), or any Governmental Authority or public health authority’s response to any actual epidemics or pandemics (including any government mandated shutdown, restrictions on travel or requirement to shelter at home); (iv) changes in Law or in GAAP or interpretations thereof; (v) failure of any Group Company to meet sales, earnings, budgets, plans, forecasts or other financial or non-financial projections or estimates (provided, any change, event, or development underlying such failure may be taken into account if not otherwise excluded under the other subclauses of this definition) (but in each case, including the underlying causes of any of the foregoing); (vi) the execution, announcement, performance or pendency of, or the taking of any actions contemplated by this Agreement or the agreements or transactions contemplated hereby; or (vii) compliance by any Group Company with

11 WEIL 97824360V.14 the terms of this Agreement or the breach of this Agreement by Parent or Merger Sub; except in the case of clauses (i), (ii), (iii) and (iv) to the extent the Group Companies are materially and disproportionately adversely affected thereby as compared to other companies in the industries in which the Group Companies operate (and then only to the extent of such material and disproportionate impact). “Material Contracts” has the meaning set forth in Section 4.12 below. “Material Permits” has the meaning set forth in Section 4.7 below. “Merger” has the meaning set forth in the recitals above. “Merger Consideration” has the meaning set forth in Section 3.1(a) below. “Merger Sub” has the meaning set forth in the introductory paragraph above. “New Commitment Letters” has the meaning set forth in Section 7.3(d) below. “Non-Party Affiliates” has the meaning set forth in Section 12.17 below. “Offer Notice” has the meaning set forth in the Amazon Product Schedule. “Open Source” means any Software that is, or that contains or is derived in any manner (in whole or in part) from any Software that is, distributed as free software, open source software, copyleft software, “freeware” or “shareware” or under similar licensing or distribution models, including, without limitation, any Software licensed under the GNU General Public License, the GNU Library General Public License, the GNU Lesser General Public License, the Affero General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License or any Creative Commons “sharealike” license. “Option Consideration” has the meaning set forth in Section 3.2(c) below. “Order” means any order, judgment, injunction, award, ruling, decree or writ adopted or imposed by, including any consent decree, arbitration award, settlement agreement or similar written agreement with, any Governmental Authority. “ordinary course of business” means any action taken by any Group Company in the ordinary course of business and shall include such actions taken or omitted to be taken by any Group Company that are reasonable in light of the then-current operating conditions and developments in response or in connection with the COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof or related health condition), its impact on economic conditions or actions taken by any Governmental Authority in response thereto. “Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Group Companies in connection with the business. “Parent” has the meaning set forth in the introductory paragraph above. “Parent Arrangements” has the meaning set forth in Section 6.8 below. “Parent Benefit Plan” has the meaning set forth in Section 10.3(b) below.

12 WEIL 97824360V.14 “Parent Released Parties” has the meaning set forth in Section 10.5. “Party” or “Parties” means the Company, the Representative, Merger Sub and Parent. “Payments Administrator” means Acquiom Financial LLC. “Payments Agreement” means that certain payments administration agreement, dated as of the date hereof, by and among Parent, the Representative, and the Payments Administrator, providing for the payment of certain funds in accordance with the terms thereof, substantially in the form of Exhibit F hereto. “Payoff Letters” has the meaning set forth in Section 9.1(e) below. “PCI Requirements” has the meaning set forth in Section 4.12(a) below. “Per Share Merger Consideration” means a dollar amount equal to (i) the sum of (A) the Closing Merger Consideration, plus (B) the Additional Merger Consideration (if any), plus (C) the Aggregate Exercise Price, divided by (ii) the Fully Diluted Common Number. “Permitted Liens” means each of the following: (i) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government Contracts, performance and return of money bonds and similar obligations; (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and other similar Liens which have arisen in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate material to the business of the Group Companies, taken as a whole; (iii) zoning ordinances imposed upon the Leased Real Property which are not materially violated by the current use and operation of the Leased Real Property; (iv) Liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (v) easements, rights of way, and other similar encumbrances affecting the Owned Real Property and the Leased Real Property which will not materially adversely impair the occupancy or use of the Owned Real Property or the Leased Real Property for the purposes for which it is currently used or proposed to be used in connection with the business of the Group Companies, taken as a whole; (vi) licenses of material Intellectual Property; (vii) any restriction on transfer arising under applicable securities law or under the Governing Documents of the Group Companies, as applicable; and (viii) other than with respect to the Owned Real Property, Liens arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which will not materially, adversely impair the occupancy or use of the Leased Real Property for the purpose of which it is currently used or proposed to be used in connection with the business of the Group Companies. “Person” means an individual, a sole proprietorship, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, estate, trust, any other entity or any Governmental Authority. “Personal Information” means, in addition to any definition for ‘personal information’ or any similar term (e.g., “personal data” or “personally identifiable information” or “PII” or “protected health information”) provided by applicable Law, all information that identifies an individual person. “Post-Closing Tax Period” means any taxable period (or portion thereof) beginning after the Closing Date.

13 WEIL 97824360V.14 “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date, and, in the case of any Straddle Period, the portion of such period ending on the Closing Date. “Pre-Closing Tax Refund” has the meaning set forth in Section 10.1(a)(v). “Present Fair Salable Value” has the meaning set forth in Section 5.8 below. “Principal Seller” means Precision TopCo LP, a Delaware limited partnership, in its capacity as a Company Equityholder. “Privacy Agreements” has the meaning set forth in Section 4.12(a) below. “Privacy and Data Security Policies” has the meaning set forth in Section 4.12(b) below. “Privacy Laws” means, in each case, to the extent applicable to a Group Company or the Group Companies, (i) any Law pertaining to the collection, use, disclosure, transfer, protection, processing, or security of Personal Information, and, includes, without limitation, to the extent applicable, the European Union General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) and any European Union member state law implementing said regulation, the GDPR as transposed into United Kingdom national law by operation of Section 3 of the European Union (Withdrawal) Act 2018, and as amended by the Data Protection, Privacy and Electronic Communications (Addendums etc.) (EU Exit) Regulations 2019, together with the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Addendums etc.) (EU Exit) Regulations 2019, the Health Insurance Portability and Accountability Act of 1996, Title II, Subtitle F, Sections 261-264, Public Law 104-191, including the Health Information Technology for Economic and Clinical Health Act and all regulations promulgated thereunder (collectively “HIPAA”), and the California Consumer Privacy Act of 2018, in each case, as amended and including any rules or regulations implemented thereunder; (ii) any state, federal, or international law pertaining to unauthorized access, acquisition, or destruction of Personal Information, or other security incident involving Personal Information; (iii) the U.S. Telephone Consumer Protection Act and any state, federal, or international law pertaining to marketing and advertising using Personal Information; and (iv) any self-regulatory guidelines to which a Group Company is a party. “R&W Insurance Policy” has the meaning set forth in Section 6.7 below. “Real Property” has the meaning set forth in Section 4.9(b) below. “Representative” has the meaning set forth in the introductory paragraph above. “Representative Holdback Amount” means an amount equal to $300,000. “Representative Losses” has the meaning set forth in Section 12.15(e)(ii). “Required Amount” has the meaning set forth in Section 5.7(c) below. “Requisite Stockholder Approvals” means, collectively, the affirmative vote or consent of a majority in interest of the outstanding Company Shares, voting as a single class, in each case, in accordance with the Governing Documents of such entity and the DGCL. “Scheduled Intellectual Property” has the meaning set forth in Section 4.11(a) below.

14 WEIL 97824360V.14 “Software” means all (i) computer programs, whether in source code or object code, and (ii) documentation, including user manuals and other training documentation, related thereto. “Solvent” has the meaning set forth in Section 5.8 below. “Statement of Closing Cash on Hand” has the meaning set forth in Section 3.3(a) below. “Statement of Closing Indebtedness” has the meaning set forth in Section 3.3(a) below. “Statement of Closing Transaction Expenses” has the meaning set forth in Section 3.3(a) below. “Statement of Closing Working Capital” has the meaning set forth in Section 3.3(a) below. “Statement of Transaction Tax Benefits” has the meaning set forth in Section 3.3(a) below. “Statements” has the meaning set forth in Section 3.3(a) below. “Stockholder” means a holder of Company Common Stock. “Straddle Period” means any taxable period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person. “Surviving Company” has the meaning set forth in Section 2.1 below. “Surviving Group Companies” means the Surviving Company and the Subsidiaries of the Surviving Company. “Tail Policy Expense” has the meaning set forth in Section 10.2(b) below. “Tax” means any U.S. federal, state, local or foreign, income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, withholding, payroll, employment, excise, value added, payroll, employment, severance, stamp, occupation, premium, property (tangible and intangible), environmental, windfall profits, customs, duties, and all other taxes or like governmental fee, assessment, or charges in the nature of a tax, together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority with respect thereto. “Tax Liability Amount” means, (i) without duplication the unpaid amount of income Taxes of the Group Companies attributable to any Pre-Closing Tax Period (including portion of any Straddle Period ending on the Closing Date) relating to Tax Returns that are not yet due and have not been filed, calculated consistently with the past practice of the Group Companies unless otherwise required under applicable Law; and (ii) all Taxes of the Group Companies arising as a result of being (or ceasing to be), on or prior to the Closing Date, a member of an affiliated, combined, consolidated or unified group pursuant to Treasury Regulations Section 1.1502-6 (or similar provision of state, local or foreign law), as transferee or successor, by Contract or otherwise, in each case, which relates to an event occurring on or before the Closing date, provided, that, the calculation of Tax Liability Amount shall (i) exclude any deferred Tax assets and deferred Tax liabilities, (ii) exclude any Taxes resulting from actions of Parent, the Company or

15 WEIL 97824360V.14 any of their respective Affiliates on the Closing Date after the Closing outside of the ordinary course of business and (iii) be determined in accordance with Section 10.1(a)(ii), Section 10.1(a)(iii) and Section 10.1(a)(vii); provided, the Tax Liability Amount shall be reduced (but not to any amount less than $0) by the amount of Tax deposits, estimated Tax payments, Tax prepayments or Tax overpayments (in each case relating to income Taxes, but not including deferred Tax assets) attributable to the Pre-Closing Tax Period, calculated using the same principles in clauses (ii) and (iii) above, to the extent such Tax assets have the effect of reducing the particular unpaid income Taxes of the Group Companies attributable to the Pre- Closing Tax Period. “Tax Return” means any return, declaration, report, claim for refund, statement, information return or statement or other document filed or required to be filed with respect to Taxes, including any schedule or attachment thereto and any amendment thereof. “Taxing Authority” means any agency or political subdivision of any foreign, federal, state, local or municipal Governmental Authority with the authority to impose any Tax. “Termination Fee” has the meaning set forth in Section 11.2(b) below. “Top Customer” or “Top Customers” has the meaning set forth in Section 4.20(a) below. “Top Supplier” or “Top Suppliers” has the meaning set forth in Section 4.21(a) below. “Transaction Bonus Letter” means a letter agreement between the Company (or another Group Company) and any service provider thereof that shall receive a Transaction Bonus pursuant to Section 10.3(c). “Transaction Bonuses” means any transaction bonuses payable (and not otherwise irrevocably waived or forfeited) to any Person by the Company or another Group Company solely as a result of the consummation of the transactions contemplated by this Agreement. “Transaction Expenses” means, to the extent not paid prior to the Closing, without duplication, (i) expense reimbursement payable to other bidders of the transactions contemplated by this Agreement, (ii) the third party fees and expenses payable by any Group Company incurred for and in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, if any (including fees and expenses for investment bankers, third-party consultants, and legal counsel (including any brokerage fees, commissions, finders’ fees or financial advisory fees)), (iii) the third party fees and expenses payable by any Group Company incurred for and in connection with the negotiation and agreements which were not consummated in connection with the transactions contemplated by this Agreement, if any (including fees and expenses for investment bankers, third-party consultants, and legal counsel (including any brokerage fees, commissions, finders’ fees or financial advisory fees)), (iv) sale bonuses, change of control payments, retention payments (including the Transaction Bonuses) or severance payments (but excluding “double trigger” severance) payable solely as a result of the consummation of the transactions contemplated hereby, made or accrued by any Group Company prior to the Closing, and all employment Taxes related thereto, (v) fees and expenses payable to the Representative in connection with its engagement as a Representative hereunder, and (vi) the cost of terminating in full all obligations or liabilities under any advisory, management or similar affiliate agreements. For the avoidance of doubt, Transaction Expenses shall not include Current Liabilities or Indebtedness. “Transaction Tax Benefits” means an amount equal to twenty-six percent (26%) of the sum of (without duplication and only to the extent not included as a reduction in the Tax Liability Amount) all

16 WEIL 97824360V.14 items of losses, deductions or credits resulting from any payment to be made by any Group Company in connection with the transactions contemplated by this Agreement, including (i) the Transaction Expenses (or amounts that would be Transaction Expenses but for being paid prior to Closing) that are reasonably expected to be deductible for U.S. federal income Tax purposes by the Group Companies in any taxable year, regardless of whether such items remain unpaid prior to Closing, determined in accordance with Section 10.1(a)(iii), (ii) any compensation attributable to payments by or on behalf of any Group Company, or the vesting of any stock (incentive or otherwise), or other incentive equity or payment right held by, any employee, former employee, service provider or member of any Group Company’s board of directors resulting from the Merger, (iii) any unamortized financing fees (and any breakage fees or accelerated deferred financing fees), expenses, and interest (including any amounts treated as interest for U.S. federal income Tax purposes) of any Group Company or other amounts resulting from the repayment of any loans or other obligations in connection with the Merger, and (iv) all deductions for federal income Tax purposes (A) attributable to any other fees, costs and expenses incurred in connection with the Merger by or on behalf of any Group Company or (B) of any Group Company that otherwise results from the consummation of the Merger (v) and any employer portion of the payroll Taxes imposed with respect to any of the foregoing. Notwithstanding anything herein, in no event shall the amount Transaction Tax Benefits exceed $2,500,000. “Treasury Regulations” means the Treasury Regulations promulgated under the Code. “Working Capital Schedule” means the schedule attached hereto as Exhibit A-2. 1.2 Interpretation. (a) Unless otherwise expressly provided or unless the context requires otherwise: (i) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (ii) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (iii) words using the singular or plural number also shall include the plural or singular number, respectively; (iv) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (v) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person); (vi) the term “including” shall be deemed to mean “including, without limitation;” (vii) words of any gender shall include each other gender; (viii) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days,” (ix) the terms “year” and “years” mean and refer to calendar year(s); (x) the term “dollars” and all uses of “$” shall mean United States dollars and references in this Agreement to dollar amount thresholds or baskets shall not be deemed to be evidence of materiality; (xi) the terms “material” or “material to the business” and the concept of the “material” nature of an effect upon the business of the Company, its Subsidiaries, or the Group Companies shall be measured relative to the entire business of the Group Companies, taken as a whole, and the Group Companies, taken as a whole, as the business of the Group Companies is currently being conducted; (xii) references to the Group Companies as of a particular date shall include only such Group Companies that were owned by the Company (directly or indirectly) as of such date; and (xiii) the term “or” has the inclusive meaning represented by the phrase “and/or”. References in this Agreement to documents or information having been made available to Parent (or phrases of similar import) means that such documents were posted to the electronic data site with the project name “Precision” maintained by DataSite in connection with the transactions contemplated by this Agreement twenty-hour (24) hours prior to the date hereof. (b) The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement is the product of negotiations among the

17 WEIL 97824360V.14 Parties, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each Party. ARTICLE II THE MERGER 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the surviving company (sometimes referred to, in such capacity, as the “Surviving Company”) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL. 2.2 Effective Time. (a) Unless this Agreement is earlier terminated pursuant to Section 11.1, the closing of the Merger (the “Closing”) will take place no later than two (2) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in ARTICLE VIII (other than those conditions to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of such conditions), at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 and the Closing shall be effective as of 9:00 a.m. (Eastern Time), provided that such place, date and time may be changed to another place, date and/or time as agreed to in writing by Parent and the Company. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” Notwithstanding anything to the contrary herein, in no event shall the Closing Date occur earlier than April 1, 2021, unless an earlier date is specified by Parent in writing upon at least two (2) Business Days’ prior notice. (b) On the Closing Date and concurrently with the making of the payments required to be made at Closing by or on behalf of Parent pursuant to Section 3.1, the Parties shall cause the Merger to be consummated by filing a certificate of merger substantially in the form of Exhibit E hereto (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “Effective Time”). 2.3 Effect of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities, duties and obligations of the Company and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Company. 2.4 Certificate of Incorporation and Bylaws of the Surviving Company. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated so as to read in its entirety as set forth on Exhibit D attached hereto and, as so amended, shall be filed with the Secretary of State of the State of Delaware and shall thereafter be the

18 WEIL 97824360V.14 certificate of incorporation of the Surviving Company, until duly amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time and without any further action on the part of the Company or Merger Sub, the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company, until thereafter amended as provided therein or by applicable Law, provided, that all references to the name of Merger Sub shall be changed to refer to the name of the Surviving Company, until thereafter amended in accordance with the applicable provisions of the DGCL, the certificate of incorporation of the Surviving Company and such bylaws. 2.5 Managers and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Company immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Company. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company immediately following the Effective Time until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Company. ARTICLE III MERGER CONSIDERATION; CONVERSION OF SECURITIES 3.1 Calculation and Payment of the Merger Consideration. (a) Calculation of Merger Consideration. The aggregate amount to be paid by Parent in the Merger shall equal the following: (i) $485,000,000; (ii) (1) minus the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 3.1(b) below) is less than the Closing Working Capital Target, or (2) plus the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 3.1(b) below) is greater than the Closing Working Capital Target; (iii) plus the Estimated Closing Cash on Hand (as determined in accordance with Section 3.1(b) below); (iv) minus the Estimated Closing Indebtedness (as determined in accordance with Section 3.1(b) below); (v) minus the Estimated Closing Transaction Expenses (as determined in accordance with Section 3.1(b) below); and (vi) plus the Estimated Transaction Tax Benefits (as determined in accordance with Section 3.1(b) below).

19 WEIL 97824360V.14 The aggregate result of calculating items (i) through (v) immediately above is referred to herein as the “Estimated Closing Merger Consideration”; provided that, after the Closing, the Estimated Closing Merger Consideration shall be subject to the adjustments set forth in Section 3.3 (as so adjusted, the “Merger Consideration”). (b) Estimated Merger Consideration. Two (2) days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth the Company’s reasonable good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), the Closing Cash on Hand (the “Estimated Closing Cash on Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and the Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”; in each case, calculated in accordance with the Accounting Principles and collectively, the “Estimated Statements”), together with a schedule setting forth the Allocable Portion of Closing Merger Consideration payable to each Company Equityholder, determined in accordance with the Governing Documents of the Company (such schedule, the “Consideration Schedule”). The Company agrees that, during the period from the delivery of the Estimated Statements through the Closing Date, the Company shall cooperate in good faith (including by providing additional information reasonably requested by Parent to the extent necessary to assist Parent in its review of the Estimated Statements and the calculations contained therein), and consider in good faith any changes to the Estimated Statements (including all components thereof) proposed by Parent no later than one (1) day prior to the Closing Date. For the avoidance of doubt, the Parent shall have no liability or obligation to any other Person for any payment made in accordance with this Agreement and the Consideration Schedule. The Estimated Closing Working Capital, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses and the Estimated Transaction Tax Benefits will be included in the determination of the Estimated Closing Merger Consideration as set forth in Section 3.1(a) above. Notwithstanding anything to the contrary in this Agreement, no Group Company shall incur Indebtedness or Transaction Expenses, or expend any Cash on Hand following the delivery of the Estimated Statements, in each case, except in the ordinary course of business. (c) Payment and Allocation of Merger Consideration. At Closing, Parent shall remit the Estimated Closing Merger Consideration in cash by wire transfer of immediately available funds as follows: (i) a portion of the Estimated Closing Merger Consideration in the amount of the Escrow Amount shall be deposited by Parent in a noninterest bearing account (the “Escrow Account”), with Citibank, N.A. (the “Escrow Agent”), to be held pursuant to an escrow agreement (the “Escrow Agreement”), substantially in the form of Exhibit B hereto, to be entered into at the Closing by Parent, the Representative and the Escrow Agent; (ii) a portion of the Estimated Closing Merger Consideration in the amount of the Representative Holdback Amount shall be deposited by Parent with the Representative for the purposes of paying directly, or reimbursing the Representative for, any third- party expenses of the Representative pursuant to this Agreement, which Representative Holdback Amount will be retained by the Representative in accordance with this Agreement; (iii) the Estimated Closing Option Consideration shall be deposited by Parent with the Company for purposes of paying through Company payroll the Closing Option Consideration to the Company Optionholders entitled thereto pursuant to Section 3.1(e); and (iv) the remaining amount of the Estimated Closing Merger Consideration, after subtraction of the amounts remitted in accordance with Section 3.1(c)(i), 3.1(c)(ii) and Section 3.1(c)(iii), shall be remitted by Parent to (x) the Principal Seller for its

20 WEIL 97824360V.14 Allocable Portion of such remaining amount, and (y) to the Payments Administrator, which shall receive such payment for the benefit of, and distribution to the Stockholders (other than the Principal Seller), in each case, in accordance with the Consideration Schedule, the Governing Documents of the Company and this ARTICLE III (including Section 3.2(f)). (d) Payment of Indebtedness. At the Closing, Parent shall pay, or cause to be paid, on behalf of the Company, the Indebtedness Payoff Amounts by wire transfer of immediately available funds to the Persons or bank accounts specified in the Payoff Letters delivered pursuant to Section 9.1(e). (e) Payment of Transaction Expenses. At the Closing, Parent shall pay, or cause to be paid, on behalf of the Company, the Estimated Closing Transaction Expenses specified on Schedule 3.1(e) by wire transfer of immediately available funds to the Persons or bank accounts and in the amounts specified on Schedule 3.1(d), which Schedule 3.1(d) shall be provided by the Company to Parent at least one (1) day prior to the Closing Date; provided that the amounts described in clause (d) of the definition of Transaction Expenses shall be paid by Parent to the Company and the Company shall pay such amounts to the recipients thereof at the Closing through the Company’s payroll provider, subject to applicable withholding. (f) Payment of Option Consideration. As soon as administratively practicable and, in any event, within three (3) Business Days following the Closing and the payment by Parent of the Estimated Closing Option Consideration to the Company pursuant to Section 3.1(c)(iii), Parent shall cause the Estimated Closing Option Consideration payable hereunder to Company Optionholders to be paid by the Surviving Company as follows: (i) with respect to Estimated Closing Option Consideration payable to Company Optionholders who are current or former non-employee directors of the Company, to the account(s) designated by such Company Optionholders by means of wire transfer of immediately available funds, and (ii) with respect to Estimated Closing Option Consideration payable to all other Company Optionholders, through the Surviving Company’s payroll system on a special payroll date (if needed to comply with the foregoing timing requirements), subject to withholding in accordance with Section 3.4. 3.2 Effect of the Merger on Capital Stock. (a) Conversion and Cancellation. By virtue of the Merger and without any action on the part of Parent, the Merger Sub, the Group Companies, the Company Equityholders or any other Person: (i) Each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company; (ii) Any shares of (i) Company Common Stock that are owned by the Company as treasury stock or by any Group Company and (ii) Company Common Stock that are owned by Parent or Merger Sub (the shares described in the foregoing clauses (i) and (ii) collectively being referred to herein as “Excluded Shares”), shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; and (iii) All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares), shall be converted into the right to receive, subject to Section 3.2(f), (x) at or following Closing, a portion of the Closing Merger Consideration and (y) following the Closing, a portion of the Additional Merger Consideration (if any), in each case, determined in accordance with the Consideration Schedule.

21 WEIL 97824360V.14 (b) Effect on Company Common Stock. As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of shares of Company Common Stock shall cease to have any rights with respect thereto (other than rights provided in this Agreement), except for the right to receive (other than in respect of any Dissenting Shares or Excluded Shares) the applicable Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any), to be paid in consideration therefor as set forth in Section 3.2(a). (c) Treatment of Options. At the Effective Time, without further action from the Company or any Company Optionholder, each Company Option that (i) is outstanding and unexercised as of the Effective Time (solely to the extent then-vested after giving effect to any acceleration provided under the terms of the Company Option Plan or any individual stock option agreement under which the Company Option was granted) shall automatically be cancelled in exchange for the right of such Company Optionholder to receive an amount in cash equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, and (y) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share of such Company Option as of immediately prior to the Effective Time (the “Option Consideration”) and (ii) is outstanding and unexercised as of the Effective Time (solely to the extent then-unvested) shall automatically be cancelled and shall cease to exist, and the Company Optionholders of such Company Options shall cease to have any rights with respect thereto. Notwithstanding the foregoing, if the exercise price per share of any Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled at the Effective Time without payment of consideration therefor. The Closing Option Consideration shall be paid by the Surviving Company to each holder of a cancelled Company Option in accordance with Section 3.1(e) and any Additional Option Consideration shall be paid by the Surviving Company to each holder of a cancelled Company Option (1) with respect to Additional Option Consideration payable to Company Optionholders who are current or former non-employee directors of the Company, to the account(s) designated by such Company Optionholders by means of wire transfer of immediately available funds, and (2) with respect to Additional Option Consideration payable to all other Company Optionholders, through the Surviving Company’s payroll system on a special payroll date (if needed to comply with the foregoing timing requirements), subject to withholding in accordance with Section 3.4. (d) Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL, but only to the extent required thereby, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Equityholder who has properly exercised and perfected appraisal rights with respect thereto in accordance with the DGCL (the “Dissenting Shares”), shall not be converted into or represent the right of such Company Equityholder to receive its Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any), and such Company Equityholder shall be entitled to receive payment of the appraised value of such Company Shares in accordance with the provisions of the DGCL, unless such Company Equityholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the DGCL. If, after the Effective Time, any such Company Equityholder fails to perfect or effectively withdraws or loses such right, such Company Equityholders’ Company Shares shall thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive such Company Equityholder’s Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any), subject to the terms and conditions set forth herein, without any interest thereon. The Company shall give Parent and Merger Sub notice of any written demands for appraisal, withdrawals of demands for appraisal received by any Company prior to the Closing. (e) No Further Rights. From and after the Closing, the Company Equityholders shall cease to have any rights with respect to any Company Shares, except each Company

22 WEIL 97824360V.14 Equityholder shall, to the extent expressly provided for in the Consideration Schedule, the Governing Documents of the Company and this ARTICLE III, have the right to receive its Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any), and any adjustment thereto pursuant to Section 3.3 as determined in accordance with the Consideration Schedule and the Governing Documents of the Company, subject to the conditions provided in this ARTICLE III, and all cash paid upon conversion of any Company Shares shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. (f) Letter of Transmittal. As soon as practicable after the date hereof, the Company shall send to each Stockholder a letter of transmittal, substantially in the form of Exhibit C hereto (a “Letter of Transmittal”, collectively, the “Letters of Transmittal”). As a condition precedent to each Stockholder’s receipt of its Allocable Portion of the Merger Consideration and any Additional Merger Consideration, the Governing Documents of the Company and this ARTICLE III, such Stockholder shall deliver to the Company an executed Letter of Transmittal. Upon receipt of a duly executed Letter of Transmittal on or before two (2) Business Days prior to the Closing Date, the Representative shall cause the Payments Administrator to pay to such Stockholder its Allocable Portion of (i) the Closing Merger Consideration on the Closing Date and (ii) any Additional Merger Consideration, to the extent payable hereunder after the Closing Date, within two (2) Business Days following receipt thereof. Upon receipt of a duly executed Letter of Transmittal after two (2) Business Days prior to the Closing Date, the Representative shall cause the Payments Administrator to pay to such Stockholder its Allocable Portion of (i) the Closing Merger Consideration within two (2) Business Days of receipt thereof and (ii) any Additional Merger Consideration, to the extent payable hereunder after the Closing Date, within two (2) Business Days following receipt thereof. No interest will be paid or accrued on any portion of the Merger Consideration or Additional Merger Consideration payable to the Stockholders hereunder. (g) Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Company Equityholder shall be entitled to receive its Allocable Portion of any Additional Merger Consideration until such time as such amount (or any portion thereof), if any, is distributed to such Company Equityholder pursuant to the terms and conditions of the this Agreement or any other Transaction Document, as applicable. The adoption of this Agreement and the approval of the Merger by the Requisite Stockholder Approvals shall constitute approval by the Company Equityholders of the Transaction Documents (including the Escrow Agreement) and of all of the arrangements relating thereto (including, among other things, the placement of the Escrow Amount in escrow). 3.3 Post-Closing Adjustments. (a) Within ninety (90) days after the Closing Date (the “Adjustment Notice Date”), Parent shall prepare and deliver to the Representative (i) a statement duly certified by Parent as accurately setting forth Parent’s good faith determination of the Closing Working Capital (the “Statement of Closing Working Capital”), (ii) a statement duly certified by Parent as accurately setting forth Parent’s good faith determination of the Closing Cash on Hand (the “Statement of Closing Cash on Hand”), (iii) a statement duly certified by Parent as accurately setting forth Parent’s good faith determination of the Closing Indebtedness (the “Statement of Closing Indebtedness”), (iv) a statement duly certified by Parent as accurately setting forth Parent’s good faith determination of the Closing Transaction Expenses (the “Statement of Closing Transaction Expenses”), and (v) a statement duly certified by Parent as accurately setting forth Parent’s good faith determination of the Transaction Tax Benefits (the “Statement of Transaction Tax Benefits”), together, in each case, with all supporting documentation, including a true, correct and complete copy of the employee census of the Group Companies as of the date that is forty-five (45) days following the Closing Date. The Statement of Closing Working Capital, the Statement of Closing Cash on Hand, the Statement of Closing Indebtedness, the Statement of Closing Transaction Expenses and the Statement of Transaction Tax Benefits are referred to herein, collectively, as the “Statements.” The

23 WEIL 97824360V.14 Statements shall be based upon the books and records of the Group Companies and shall in any event be prepared in accordance with the definitions of Closing Working Capital, Closing Cash on Hand, Closing Indebtedness, Closing Transaction Expenses, and Transaction Tax Benefits, as applicable, in each case as set forth in Section 1.1 above, and in each case, based upon the Accounting Principles. Until the Statements are finally determined pursuant to this Section 3.3, Parent shall afford the Representative (and its representatives and advisors) reasonable access to all books and records and all personnel (including external accountants) used to prepare, or otherwise relevant to the calculation of, the Statements that are under control of or in the possession of Parent or any Group Company (or their respective representatives and advisors). If Parent fails to deliver the Statements on or prior to the Adjustment Notice Date, the amounts set forth in the Estimated Statements shall be deemed to be the amounts used in the Statements for all purposes of this Agreement and the Estimated Statements will be final, conclusive and binding on the Parties. (b) Each Statement shall be final and binding on the Parties unless the Representative shall, within thirty (30) days following the delivery of the Statements (the “Dispute Period”), deliver to Parent written notice of disagreement with such Statement (a “Dispute Notice”), which Dispute Notice shall describe the nature of any such disagreement in reasonable detail and identify the specific items involved and the dollar amount of such disagreement. If the Representative shall deliver a Dispute Notice with respect to a Statement before the expiration of the Dispute Period, then the disputed matters shall be resolved by the Representative, on behalf of the Company Equityholders, and Parent. If the Representative and Parent are unable to resolve all disagreements with respect to a Statement within thirty (30) days of receipt by Parent of a Dispute Notice with respect to such Statement, or such longer period as may be agreed by Parent and the Representative, then, within thirty (30) days after the end of such period, the Representative and Parent shall jointly select and retain a nationally recognized independent public accounting firm that is not the independent auditor of any of Parent, the Company or the Surviving Group Companies (the Person so selected, the “Accounting Firm”), who will act as an expert and not as an arbitrator. The Representative and Parent agree to jointly enter into a customary engagement letter with the Accounting Firm in connection with the retention of such Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the applicable Statement as to which Parent and the Representative have disagreed within the time periods and on the terms specified above and must resolve such matters in accordance with the terms and provisions of this Agreement. Each Party may furnish to the Accounting Firm such written information and documents as it deems relevant, with copies of such submission and all such written documents and information being concurrently given to the other Party. The Accounting Firm shall resolve each item of disagreement based solely on the supporting material provided by the Parties and not pursuant to any independent review and may not assign a value to any particular item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party, in each case as presented to the Accounting Firm. The Accounting Firm shall issue a detailed written report that sets forth the resolution of all items in dispute and that contains, as applicable, a final Statement of Closing Working Capital, a final Statement of Closing Cash on Hand, a final Statement of Closing Indebtedness, a final Statement of Transaction Expenses, and/or a final Statement of Transaction Tax Benefits. Such report shall be final and binding upon Parent, the Representative and the Company Equityholders. The fees and expenses of the Accounting Firm shall be borne on a proportionate basis by the Representative, on behalf of the Company Equityholders from the Representative Holdback Amount, on the one hand, and Parent, on the other hand, based on the percentage which the portion of the contested amount not awarded to each such Person bears to the amount actually contested by such Person. Parent and the Representative shall, and Parent shall cause the Surviving Group Companies to, cooperate fully with the Accounting Firm and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Firm or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to any Statement as promptly as reasonably practicable.

24 WEIL 97824360V.14 (c) If the amount representing the Closing Working Capital, the Closing Cash on Hand, the Closing Indebtedness, the Closing Transaction Expenses or the Transaction Tax Benefits, in each case as reflected in the applicable Statement as finally determined in accordance with this Section 3.3 and the Accounting Principles, differs from the Estimated Closing Working Capital, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses or Estimated Transaction Tax Benefits, respectively, as the case may be, the Estimated Closing Merger Consideration shall be adjusted on a dollar for dollar basis by the amount of such difference such that: (i) if the Closing Working Capital as reflected in the Statement of Closing Working Capital is greater than the Estimated Closing Working Capital, then the Merger Consideration shall be increased by the amount of such excess, and if the Closing Working Capital as reflected in the Statement of Closing Working Capital is less than the Estimated Closing Working Capital, then the Merger Consideration shall be decreased by the amount of such shortfall; (ii) if the Closing Cash on Hand as reflected in the Statement of Closing Cash on Hand is greater than the Estimated Closing Cash on Hand, then the Merger Consideration shall be increased by the amount of such excess, and if the Closing Cash on Hand as reflected in the Statement of Closing Cash on Hand is less than the Estimated Closing Cash on Hand, then the Merger Consideration shall be decreased by the amount of such shortfall; (iii) if the Closing Indebtedness as reflected in the Statement of Closing Indebtedness is greater than the Estimated Closing Indebtedness, then the Merger Consideration shall be decreased by the amount of such excess, and if the Closing Indebtedness as reflected in the Statement of Closing Indebtedness is less than the Estimated Closing Indebtedness, then the Merger Consideration shall be increased by the amount of such shortfall; (iv) if the Closing Transaction Expenses as reflected in the Statement of Closing Transaction Expenses are greater than the Estimated Closing Transaction Expenses, then the Merger Consideration shall be decreased by the amount of such excess, and if the Closing Transaction Expenses as reflected in the Statement of Closing Transaction Expenses are less than the Estimated Closing Transaction Expenses, then the Merger Consideration shall be increased by the amount of such shortfall; and (v) if the Transaction Tax Benefits as reflected in the Statement of Transaction Tax Benefits are greater than the Estimated Transaction Tax Benefits, then the Merger Consideration shall be increased by the amount of such excess, and if the Transaction Tax Benefits as reflected in the Statement of Transaction Tax Benefits are less than the Estimated Transaction Tax Benefits, then the Merger Consideration shall be decreased by the amount of such shortfall. If the adjustments, if any, under this Section 3.3 result in an aggregate reduction in the Merger Consideration, the Representative, acting on behalf of the Company Equityholders, and Parent shall direct the Escrow Agent to pay to Parent (by wire transfer to an account designated in writing by Parent) from the Escrow Account the amount of such reduction within five (5) Business Days after the final determination of the adjustments. Conversely, if such adjustments result in an aggregate increase in the Merger Consideration, Parent shall remit to (i) the Payments Administrator or its designees, the portion of such increase payable to the Stockholders within five (5) Business Days after the final determination of the adjustments, for further distribution to the Stockholders, and (ii) the Surviving Company, the portion of such increase payable to the Company Optionholders within five (5) Business Days after the final determination of the adjustments, for further distribution to the Company Optionholders, in each case, as determined in accordance with the Consideration Schedule (which may be updated by the Representative

25 WEIL 97824360V.14 to reflect the appropriate allocation of proceeds to the Company Equityholders, in accordance with the Governing Documents of the Company, resulting from the final determination of the Merger Consideration pursuant hereto) and the Governing Documents of the Company. Notwithstanding anything to the contrary contained in this Section 3.3, the Parties acknowledge and agree that in no event will the Representative or the Company Equityholders (or any other Person) be obligated to make any payment to Parent, at any time, in respect of any adjustments pursuant to this Section 3.3 other than from the funds available in the Escrow Account at such time. Further, Parent hereby acknowledges and agrees that the payment to Parent of any amount from the Escrow Amount in the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement will be the sole and exclusive remedy for Parent and any of its Affiliates for payment of any adjustment payable to Parent pursuant to this Section 3.3, if any, and the Escrow Amount in the Escrow Account will be Parent’s and each of its Affiliates’ sole and exclusive source of recovery for any amounts owing to Parent or any of its Affiliates hereunder, even if any such adjustment exceeds the Escrow Amount. Any payment to be made pursuant to this Section 3.3(c) will be treated by all Parties hereto for applicable Tax purposes as adjustment to the Merger Consideration (unless otherwise required by applicable Law). (d) Escrow Release. On the date that is five (5) Business Days following the final determination of Closing Working Capital, the Closing Cash on Hand, the Closing Indebtedness, the Closing Transaction Expenses and the Transaction Tax Benefits pursuant to this Section 3.3, to the extent there are any amounts remaining in the Escrow Account after the final adjustment payment(s) have been made in accordance with Section 3.3(c), the Representative and Parent shall direct the Escrow Agent to release from the Escrow Account all such remaining amounts to (i) the Payments Administrator, who shall allocate and distribute such amounts to the Stockholders, and (ii) the Surviving Company, who shall allocate and distribute such amounts to the Company Optionholders, in each case, in accordance with the Consideration Schedule (as may be updated pursuant to Section 3.3(c) or otherwise by the Representative in accordance with the Governing Documents of the Company), and shall pay each Company Equityholder its Allocable Portion of such amounts in accordance with the Consideration Schedule and the Governing Documents of the Company. 3.4 Withholding Rights. Parent, the Company, the Surviving Company and the Representative shall be entitled to deduct and withhold (without duplication) from any and all payments made under this Agreement such amounts as may be required to be deducted and withheld under applicable Laws. To the extent such amounts are withheld and timely paid to the appropriate Taxing Authority in accordance with applicable Laws, such withheld amount shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have otherwise been paid; provided, however, that except as contemplated by the last clause of Section 9.1(e), Parent shall provide the Company with notice of the applicability of any withholding as soon as reasonably practicable but no later than at least five (5) Business Days prior to the Closing. The Parties shall endeavor in good faith to minimize or avoid any such withholding. 3.5 Payments Administrator. The Payments Administrator shall act as a payments administrator hereunder for the payment and delivery of amounts payable in exchange for Company Shares due hereunder. Parent shall pay to the Payments Administrator (i) at the Closing, an amount equal to (x) the Closing Merger Consideration less (y) the Closing Option Consideration, and (ii) following the Closing, any Additional Merger Consideration due and owing to the Stockholders for further distribution to the Stockholders, as applicable. Following receipt of such amounts, the Payments Administrator shall hold the amounts pursuant to (i) this Agreement and (ii) the Payments Agreement, in trust for the benefit of such Stockholders. Any funds received by the Payments Administrator pursuant to this Agreement will not be used for any purpose except as expressly provided in the Payments Agreement. Parent shall be responsible for paying all fees and expenses of the Payments Administrator. For the avoidance of doubt, all Option

26 WEIL 97824360V.14 Consideration payable to the Company Optionholders hereunder shall be paid in accordance with Section 3.1(e). ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES Contemporaneously with the execution and delivery of this Agreement, the Company is delivering to Parent a disclosure schedule with numbered sections corresponding to the relevant sections in this Agreement (the “Disclosure Schedules”). Any exception, qualification, limitation, document or other item described in any provision, subprovision, section or subsection of any schedule of the Disclosure Schedules with respect to a particular representation or warranty contained in this Agreement shall be deemed to be an exception or qualification with respect to all other representations and warranties contained in this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such exception, qualification, limitation, document or other item is applicable to such other representations, warranties and covenants. Nothing in the Disclosure Schedules shall broaden the scope of any representation, warranty or covenant of the Company contained in this Agreement. The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to any Group Company’s business, has resulted in or would result in a Material Adverse Effect or is outside the ordinary course of business. Subject to the foregoing, except as disclosed in the Disclosure Schedules or as otherwise set forth herein, each Group Company makes the following representations and warranties to Parent as of the date hereof and as of the Closing Date: 4.1 Organization, Qualification, Power and Authority. Each Group Company is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation or organization. Each Group Company is qualified to conduct business and in good standing under the Laws of each jurisdiction where such qualification is required, except where the lack of such qualification or the failure to be in good standing would not have a Material Adverse Effect. Each Group Company has the requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it, except as would not have a Material Adverse Effect. Each of the Company, Precision Intermediate GP, Inc., Precision Intermediate LP, Precision Acquisition Holdings Inc., Precision Acquisition MidCo Inc. and Dorner Holding Corp. (i) was formed solely for the purpose of holding the direct or indirect equity interests of its Subsidiaries held directly or indirectly by it (“Group Company Ownership”), (ii) has not conducted any business or engaged in any activities other than those related to the Group Companies Ownership and activities incidental thereto (including the negotiation, execution and consummation of this Agreement and the Ancillary Transaction Documents, and all other acts, action and activities incidental thereto), (iii) has no assets other than the Group Companies Ownership and cash and cash equivalents and (iv) has no material Liabilities other than those incidental to its formation or existence or the Group Companies Ownership or incurred in connection with this Agreement and the transactions contemplated hereby. 4.2 Authorization; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other Ancillary Transaction Document to which the Company is a party and to perform its obligations hereunder and thereunder (and to consummate the transactions contemplated hereby and thereby). The execution and delivery of this Agreement by the Company and the Ancillary Transaction Documents to which the Company is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate or other proceedings on the part of the Company and no Stockholder votes are necessary to authorize this Agreement or any other Ancillary Transaction Document to which the Company is a party or to consummate the Merger and the other

27 WEIL 97824360V.14 transactions contemplated hereby and thereby, other than the Company’s Requisite Stockholder Approval and the filing and recordation of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions, subject to Laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). 4.3 Capitalization. (a) All of the Company Shares are duly authorized, validly issued, fully paid and non-assessable, none of the Company Shares are subject to or were issued in violation of any applicable securities Laws and, except as set forth on Schedule 4.3(a) are not subject to and have not been issued in violation of any stockholders agreement, proxy, voting trust or similar agreement, or any preemptive rights, rights of first refusal or similar rights of any Person, and are free and clear of all Liens and other restrictions, other than Permitted Liens. As of the date hereof, all of the issued and outstanding Company Shares are held of record by the Persons set forth on Schedule 4.3(a). Except for the Company Shares and any Company shares reserved for issuance under the Company Option Plan, there are no other equity interests in the Company issued, reserved for issuance or outstanding. (b) Schedule 4.3(b) sets forth for each Subsidiary of the Company, where applicable, the classes and amounts of its authorized capital stock, the amount of its issued or outstanding equity interests, and the record owners of its issued and outstanding equity interests. Except as set forth on Schedule 4.3(b), there are no equity interests of any Subsidiary of the Company issued, reserved for issuance or outstanding. (c) All of the issued and outstanding equity interests of the Company’s Subsidiaries have been duly authorized and validly issued in accordance with applicable Law and are fully paid or credited as fully paid and non-assessable. Except as set forth on Schedule 4.3(c), the Company or a Subsidiary of the Company holds all outstanding equity interests in each Subsidiary of the Company free and clear of all Liens other than Permitted Liens. (d) Except as set forth on Schedule 4.3(d), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any Group Company to issue, sell or otherwise cause to become outstanding any equity interest in such Group Company. Except as set forth on Schedule 4.3(d), there are no outstanding or authorized equity appreciation, phantom stock, profit participation or similar rights with respect to any Group Company. 4.4 Non-contravention. Neither the execution and delivery of this Agreement or any other Ancillary Transaction Document to which any Group Company is a party, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, will (i) violate any Laws to which any Group Company is subject, (ii) violate any provision of the Governing Documents of any Group Company, or (iii) except as set forth on Schedule 4.4, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of any Group Company under, any Material Contract. Except for the filing of the Certificate of Merger under the DGCL, the pre-merger notification requirements of the HSR Act and any other applicable Antitrust Law filings, no Group Company needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the Group Companies to consummate the transactions contemplated by this Agreement or any other Ancillary

28 WEIL 97824360V.14 Transaction Document to which such Group Company is a party, except in each case where the failure to give such notice or obtain such approval would not materially or adversely delay the Group Companies’ performance under this Agreement or any Ancillary Transaction Document or the consummation of the transactions contemplated hereby or thereby. 4.5 Financial Statements. (a) The Company has made available to Parent the following financial statements: (i) The audited consolidated financial statements and the notes thereto of the Group Companies, which present fairly, in all material respects, the balance sheet of the Group Companies, and the statements of comprehensive (loss) income, stockholders’ equity (deficit), and cash flows for the fiscal years ended September 30, 2019 and September 30, 2020 (collectively, the “Annual Financial Statements”); and (ii) The unaudited consolidated balance sheet of the Group Companies as of December 31, 2020 (the “Balance Sheet Date”) and the related unaudited statement of income, stockholders’ equity, and cash flows for the three (3) month period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). (b) The Financial Statements (i) are complete and correct, (ii) have been prepared in accordance with GAAP applied consistently during the periods covered thereby, subject to such exceptions as may be indicated in the notes thereto, except that the Interim Financial Statements do not contain footnote disclosures and do not reflect normal and recurring year-end adjustments (which are not material to the Group Companies individually or in the aggregate), and (iii) present fairly, in all material respects, the consolidated financial condition of the Group Companies at the dates of said statements and the results of their operations and cash flows for the periods covered thereby. (c) Except as set forth on Schedule 4.5(c), the Group Companies have no liabilities, obligations or commitments, (x) in respect of any settlement agreements or other arrangements entered into in substitution of any Legal Proceeding which remain unpaid and (y) except (i) those which are adequately reflected or reserved against in the Financial Statements, (ii) to perform in accordance with their terms, any Contract to which a Group Company is a party (other than liabilities arising from any material breach of any such Contract), (iii) with respect to any Transaction Expenses or liabilities arising under this Agreement, or (iv) those which have been incurred in the ordinary course of business since the Balance Sheet Date and that do not arise from any material breach of a Contract (none of which relate to a breach of Contract, breach of warranty, tort, infringement, violation of Law, Order, permit or Legal Proceeding). (d) There are no securitization transactions or other “off-balance sheet arrangements” (as that term is defined in Item 303 of Regulation S-K under the Securities Act) to which the Company is a party and has any continuing Liability. 4.6 Subsequent Events. Except as set forth in Schedule 4.6, from the period beginning on the date of the Balance Sheet through the date of this Agreement, the Group Companies have conducted their respective businesses in the ordinary course of business in all material respects and, except as required or contemplated by this Agreement, there has not been any (a) Material Adverse Effect or (b) action that, if taken after the date of this Agreement without Parent’s consent by any Group Company, would constitute a breach of Section 6.1.

29 WEIL 97824360V.14 4.7 Legal Compliance. During the Applicable Ownership Period, (a) each Group Company held all material permits, licenses, approvals, certificates and other authorizations of and from all Governmental Authorities necessary for the lawful conduct of the business as conducted by the Group Company (the “Material Permits”) and each Group Company is and was in compliance with the Material Permits and (b) the business conducted by each Group Company was operated in material compliance with all Laws applicable to the operation of such business. 4.8 Tax Matters. (a) Each Group Company has timely filed all material Tax Returns required to be filed by it (taking into account applicable extensions), and all material amounts of Taxes shown as due and owning on any such Tax Return have been timely paid by or on behalf of each Group Company, other than Taxes that are not yet due and payable or Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been established in the financial statement in accordance with GAAP. (b) All material Taxes required to be deducted or withheld by any Group Company have been timely deducted and withheld and, to the extent required, have been timely paid to the proper Taxing Authority. (c) No Group Company (i) is, or has ever been, a member of an Affiliated group filing a consolidated U.S. federal income Tax Return other than a group of which a Group Company was the common parent, or (ii) has any liability or obligation for the Taxes of any other Person (other than a Group Company) by reason of transferee or successor liability, operation of Law, or Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of Law). (d) No Group Company (i) is a party to or bound by any written material Tax allocation, sharing or indemnity agreement or arrangement (other than an agreement the principal purpose of which does not relate to Taxes), or (ii) has any outstanding agreements, consents or waivers extending the statutory period of limitations applicable to the payment or assessment of any material Taxes, other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business. (e) There are (i) no claims, deficiencies or assessments for a material amount of Taxes asserted or threatened in writing by any Taxing Authority with respect to any Group Company which have not been paid or resolved, and (ii) no material ongoing Legal Proceedings, audits or examinations of any Taxes or Tax Returns relating to any Group Company and no such audit or examination is threatened in writing. No written claim has ever been made by any Governmental Authority in a jurisdiction where any Group Company not file Tax Returns that any Group Company is or may be subject to taxation by that jurisdiction. (f) There are no material Liens for Taxes upon any property or assets of any Group Company, except for Permitted Liens. (g) No Group Company has entered into any closing agreement in respect of Taxes with any Governmental Authority. (h) Notwithstanding anything to the contrary herein, the Company makes no representation or warranty with respect to the existence, availability, amount, usability or limitations (or lack thereof) of any net operating loss, net operating loss carryforward, capital loss, capital loss carryforward, basis amount or other Tax attribute (whether federal, state, local or foreign) of the Group

30 WEIL 97824360V.14 Companies after the Closing Date or of the ability of any Group Company to take any position or adopt any practice with respect to Taxes in a taxable period (or portion thereof) beginning after the Closing Date. (i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, whether alone or in combination with any other event, will give rise to payments or benefits that would be nondeductible to the payor under Section 280G of the Code or that would result in an excise Tax on any recipient under Section 4999 of the Code. No Group Company is a party to an arrangement subject to Section 409A of the Code or that provides a gross- up for any Taxes, penalty, or interest. (j) No Group Company has participated in, and is not currently participating in, a “Listed Transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b). (k) No Group Company is a party to any joint venture, partnership or other Contract or arrangement that could be treated as a partnership for U.S. federal Income Tax purposes. (l) No Group Company is or will be liable for any Tax, in any Post-Closing Tax Period, as a result of (i) a change in method of Tax accounting or period made on or prior to the Closing Date, (ii) an installment sale or “open transaction” disposition occurring on or prior to the Closing Date, (iii) a prepaid amount received, accrued, or paid on or prior to the Closing Date, (iv) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Laws) executed on or prior to the Closing Date, (v) intercompany transactions or excess loss accounts described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local, or foreign Tax Laws) with respect to a transaction occurring prior to the Closing Date, or (vi) an election pursuant to Section 965(h) of the Code. (m) No Group Company distributed stock of another Person, and no Group Company has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code within the past two (2) years. (n) No Group Company has earned any item of income which could constitute subpart F income within the meaning of Section 952 of the Code or global intangible low-taxed income within the meaning of Section 951A of the Code or as of the Closing Date. No Group Company will hold assets as of the Closing Date that will constitute United States property within the meaning of Section 956 of the Code. (o) No Group Company has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized. (p) Except as set forth on Schedule 4.8(p), the Group Companies are in compliance in all material respects with all applicable transfer pricing Laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practice and methodology. 4.9 Real Property. (a) Schedule 4.9(a) sets forth, as of the date hereof, the addresses of all Owned Real Property. With respect to each Owned Real Property, (i) the Group Companies have good, valid and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens,

31 WEIL 97824360V.14 and, subject thereto, enjoys quiet and undisturbed possession thereunder, (ii) the Group Companies do not currently lease, sublease, license or otherwise give to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (iii) there are no outstanding options or rights of first refusal to purchase any such Owned Real Property, or any portion thereof or interest therein. The Group Companies do not hold and are not parties to or obligated under any agreement, option, right of first refusal or other contractual right (other than as contained in any of the Leases) to purchase, acquire, sell, assign or dispose of any real property or any portion thereof or any interest therein. (b) Schedule 4.9(b) sets forth the addresses of all Leased Real Property (together with the Owned Real Property, collectively, the “Real Property”) and a list of all Leases. The Group Companies have made available to Parent a copy of each such Lease. With respect to each Lease: (i) the applicable Group Company party thereto has a valid, binding and enforceable leasehold interest under each Leased Real Property, free and clear of all Liens, other than Permitted Liens; (ii) neither the applicable Group Company party thereto nor, to the Company’s Knowledge, any other party to such Lease is in material default under such Lease and there does not exist any event, condition or omission that would constitute a material breach or a material default (whether by lapse of time or notice or both) by any other party. No applicable Group Company leases, licenses, assigns, subleases or, except as permitted under the terms of each Lease, otherwise grants to any person the right to use or occupy any portion of such Leased Real Property and no Person other than the Group Companies occupies or uses any portion of the Leased Real Property; and (iii) the execution, delivery and performance by the Company of this Agreement and any of the Ancillary Transaction Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, by such Persons do not and will not entitle any counterparty of any of the Leases to terminate any such Lease. (c) Except as set forth on Schedule 4.9(c), there are no restrictions, prohibitions or limitations under the Leases on the ability, directly or indirectly, to assign, transfer, pledge, hypothecate or otherwise convey or dispose of any interest in any of the Group Companies. (d) None of the Group Companies have received any written notice of condemnation or taking of any of the parcels of Owned Real Property or Leased Real Property. (e) To the Company’s Knowledge, none of the Group Companies are in violation in any material respect of any zoning, building or safety ordinance, regulation or requirement or other legal requirement applicable to the operation of the Owned Real Property or the Leased Real Property, nor has any of the Group Companies received written notice of any violation with which it has not complied in all material respects. (f) No material improvements constituting a part of the Owned Real Property or the Leased Real Property encroach on real property owned or leased by a Person other than a Group Company. (g) The Owned Real Property and the Leased Real Property constitute the only real property currently owned or leased by any of the Group Companies in connection with the operation of the business of the Group Companies as currently conducted and as presently proposed to be conducted.

32 WEIL 97824360V.14 (h) The buildings, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Group Companies which are included in the Real Property are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. 4.10 Personal Property; Condition and Sufficiency of Assets. (a) Except as disposed of in the ordinary course of business, the Group Companies have good and marketable title to, or in the case of leased tangible assets and other personal property, a valid leasehold interest in, all material items of tangible personal property reflected on the Financial Statements as owned or leased by a Group Company, free and clear of any Liens other than Permitted Liens. (b) Except as set forth in Schedule 4.10, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Group Companies are structurally sound, are in good condition and repair, normal wear and tear expected, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. 4.11 Intellectual Property. (a) Schedule 4.11(a) sets forth a list of each item of Company Intellectual Property that is (i) registered to, applied for by or issued to the Group Companies (“Scheduled Intellectual Property”), and (ii) material Company Software, including, for each item of Scheduled Intellectual Property listed, the relevant jurisdiction, registration or application number and date, as applicable, of such item. Each item of Scheduled Intellectual Property listed on Schedule 4.11(a)(i) is subsisting, and to the Company’s Knowledge, valid and enforceable. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof in connection with the Scheduled Intellectual Property have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Governmental Authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Scheduled Intellectual Property in full force and effect., except where any failure to do so would not have a Material Adverse Effect. (b) (i) No Group Company has, during the Applicable Ownership Period, infringed or misappropriated, or is now infringing or misappropriating, the Intellectual Property rights of any third party; (ii) there is no claim pending or threatened in writing against a Group Company with respect to the alleged infringement or misappropriation by a Group Company of any Intellectual Property rights of any third party; and (iii) there is no currently pending claim by a Group Company against a third party with respect to the alleged infringement or misappropriation of any Company Intellectual Property. No Group Company has, during the Applicable Ownership Period, sent a letter or other written communication to a third party alleging infringement, violation or misappropriation of any Company Intellectual Property by such third party, and, to the Company’s Knowledge, no third party is infringing any Group Company’s rights in the Company Intellectual Property. (c) A Group Company is the exclusive owner of all Company Intellectual Property. The Company Intellectual Property, together with any Intellectual Property licensed or sublicensed to the Group Companies pursuant to an IP Agreement constitutes all Intellectual Property

33 WEIL 97824360V.14 necessary for and used in and material to the operation of the business of the Group Companies as currently conducted. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of each Group Company’s right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the business or operations as currently conducted, except, in each case, where such loss or impairment results from an agreement, Order, settlement agreement or other arrangement entered into in substitution of any Legal Proceeding to which Parent, Merger Sub or their Affiliates (other than a Group Company) are subject or individually or in the aggregate, would not reasonable be expected to be material to such Group Company. (d) Each Group Company has taken commercially reasonable steps to maintain, establish and protect its rights in the material Company Intellectual Property, including the trade secrets of the business conducted by such Group Company. (e) Each Group Company has entered into written agreements with all employees, independent consultants and contractors and any other Persons who are employed or retained by it to, or otherwise have contributed to the discovery, conception, development, creation, or reduction to practice of any rights in and to material Company Intellectual Property, pursuant to which such Persons presently assign to a Group Company all their respective rights, title, and interest in and to such Intellectual Property (to the extent such rights did not otherwise vest with a member of the Group Companies under applicable Law). Each Group Company has entered into written agreements with all employees, independent consultants and contractors and any other Persons who are employed or retained by it containing confidentiality obligations on such employee, consultant, contractor or other Person sufficient to protect the trade secrets and other confidential information of the Group Companies. (f) Schedule 4.11(f) sets forth a complete and accurate list of any Open Source used by a Group Company, and identifies the license pursuant to which such Open Source is used. The Group Companies have not used any Open Source in the development, maintenance, or operation of any Company Software in a manner that obligates the Group Companies to disclose, contribute, distribute, license or otherwise make available to any third party (including the Open Source community) the source code for any material Company Software or any other material Company Intellectual Property. No source code for any Software owned or offered by a Group Company has been delivered, licensed or made available by a Group Company to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of a Group Company. The Group Companies do not have any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Software to any escrow agent or other Person. (g) The Group Companies own or have a valid right to access and use all Company IT Systems, and the Company IT Systems are reasonably adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Group Companies as currently conducted. During the Applicable Ownership Period, no Group Company has suffered a breach or failure of the Company IT Systems that has had a material adverse impact on the operations of the business of the Group Companies. (h) The Company IT Systems are free from any defect, bug, virus, design or documentation error or corruptant that are designed or intended to disrupt the operating of or otherwise have a material adverse effect on the operation or use of the Company Software. During the Applicable Ownership Period, the Company IT Systems have not experienced any material unanticipated disruption or downtime. 4.12 Data Privacy.

34 WEIL 97824360V.14 (a) Except as disclosed in Schedule 4.12(a), each Group Company is and at all times during the Applicable Ownership Period, has been in material compliance with (i) all applicable Privacy Laws, and (ii) any contractual requirements regarding the processing or other handling of Personal Information to which any such Group Company is subject (“Privacy Agreements”). Each Group Company is, and at all times during the Applicable Ownership Period has been, in material compliance with the PCI Security Standards Council’s Payment Card Industry Data Security Standard (PCI-DSS) and all other applicable security rules and requirements as promulgated by the PCI Security Standards Council and, as applicable, by any member thereof, or by any entity that functions as a card brand, card association, card network, payment processor, acquiring bank, merchant or issuing bank, including, without limitation, all merchant- and service provider-specific requirements, the Payment Application Data Security Standards (PA-DSS) and all audit, scanning and filing requirements (collectively, “PCI Requirements”). (b) Except as disclosed in Schedule 4.12(b), each Group Company has implemented written policies governing Personal Information and data processing, including, without limitation, a publicly posted website privacy policy, mobile app privacy policy, and a comprehensive information security program that includes appropriate written information security policies (“Privacy and Data Security Policies”). The Company has made available a true, correct, and complete copy of each Group Company’s Privacy and Data Security Policy. Each Group Company is, and at all times during the Applicable Ownership Period has been, in material compliance with all applicable Privacy and Data Security Policies. Neither the execution, delivery or performance of this Agreement by the Group Companies nor the consummation by the Group Companies of the transactions contemplated under this Agreement will materially violate any applicable Privacy Agreements, Privacy and Data Security Policies, PCI Requirements or Privacy Laws. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Group Companies, each Group Company has all necessary right, title or interest in the Personal Information processed by or on behalf of such Group Company to permit Parent to use such data consistent with the Company’s current operations. (c) Each Group Company has commercially reasonable safeguards in place to protect Personal Information, confidential information, customer information and Intellectual Property, in such Group Company’s possession or control against damage, loss, theft, or unauthorized use, disclosure, access or acquisition. There have been no material breaches involving, or material loss of or material unauthorized access, damage, modification, use, acquisition or disclosure of, Personal Information, confidential information, customer information or Intellectual Property in the possession or control of any Group Company, or to the Company’s Knowledge, processed for or on behalf of a Group Company by any of its service providers or contractors during the Applicable Ownership Period. There has been no material unauthorized access, use, disclosure, modification or destruction of any Company IT System during the Applicable Ownership Period. In the six (6) years preceding the date hereof, no Group Company has received any written notice of any claims of, or been charged with, or the subject of any investigation regarding, the violation of any Privacy Laws, Privacy Agreements, Privacy and Data Security Policies or PCI Requirements. (d) At all times during the Applicable Ownership Period, each Group Company that maintains a self-funded group health plan has been in material compliance with (i) all applicable group health plan requirements set forth at 45 C.F.R. § 164.504(f); (ii) the requirements to obtain and maintain business associate agreements as set forth at 45 C.F.R. § 164.504(e); (iii) requirements to have appropriate access controls and firewalls in place to prevent improper access to protected health information by individuals who are not authorized to receive it; (iv) requirements to provide each employee with a notice of the group health plan’s privacy practices which explains the allowable uses and disclosures of protected health information; and (v) training on HIPAA privacy and security policies and procedures and breach reporting for each staff member with access to protected health information by virtue of their

35 WEIL 97824360V.14 administrative responsibilities for the applicable group health plan, in each case (i) through (v), to the extent applicable to such Group Company. (e) To the extent applicable, no Group Company group health plan has, at any time during the Applicable Ownership Period, used or disclosed protected health information under HIPAA for employment-related actions and decisions or in connection with any other benefit or employee benefit plan of the Group Company. (f) There is no pending, nor has there been within the six (6) years preceding the date hereof any, written complaint, audit, proceeding, investigation, or claim against a Group Company initiated by (i) any Person or entity; (ii) the United States Department of Health and Human Services Office for Civil Rights or (iii) any state attorney general or similar state official, in each case (i) through (iii), alleging that any Group Company violated HIPAA with respect to its group health plan activities. 4.13 Contracts. Except as listed or described on Schedule 4.13, as of the date hereof, no Group Company is a party to or bound by any material agreements or contracts (“Contracts”) that are of a type described below (such Contracts listed on Schedule 4.13 are referred to herein as the “Material Contracts”): (a) any Contract pursuant to which a Group Company is required to make aggregate payments in excess of $250,000 in any fiscal year and $500,000 in the aggregate during the term thereof any ; (b) any Contract with any officer, director, manager, equityholder or Affiliate of any Group Company or any family member of such Person, including indemnification agreements, that have any continuing obligations as of the date of this Agreement, other than the Contracts listed on Schedule 4.13(c) or any employment offer letters or employment agreements that are terminable by a Group Company at-will without penalty; (c) any Contract with any Top Customer; (d) to the extent not described in clause (a) above, any Contract with any Top Supplier; (e) any employment agreement (i) that provides for annual base salary exceeding $180,000 per year or (ii) with a Person working outside of the United States that cannot be terminated by a Group Company without penalty on notice of thirty (30) days or less (except those statutory notice or severance amounts required by applicable Laws); (f) any Contract relating to the acquisition or disposition (by merger, purchase of stock or assets or otherwise) of any operating business or material assets or the capital stock of any other Person, in each case, for aggregate consideration in excess of $500,000 and for which a Group Company has any executory obligations, other than customary post-closing covenants and indemnification obligations; (g) any Contract for capital expenditures or the acquisition or construction of fixed assets in excess of $150,000, in each case by a Group Company; (h) any Contract relating to the borrowing of money, or the guaranty of another Person’s borrowing of money or other obligation, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or

36 WEIL 97824360V.14 borrowing (other than advances to employees for expenses in the ordinary course of business or transactions with customers on credit in the ordinary course of business); (i) any Contract under which a Group Company has granted or received a license or sublicense to any material Intellectual Property (collectively, “IP Agreements”), other than, in each case, (i) “off the shelf” licenses pursuant to which Intellectual Property is made available through regular commercial distribution channels on standard terms and conditions and (ii) agreements entered into in the ordinary course of business pursuant to which Intellectual Property is non-exclusively licensed to third parties; (j) any Contract for joint ventures, partnerships, strategic alliances or similar arrangements; (k) any Contract (i) containing a covenant limiting in any material respect the right of a Group Company to (A) engage in any line of business, or (B) compete with any Person in any line of business or any geographic area, or (ii) prohibiting or limiting the right of a Group Company to make, sell or distribute any products or services; (l) any Contracts with any Governmental Authority; (m) any collective bargaining or other collective agreement; (n) any Lease and any other any lease, rental or occupancy agreement, real property license, installment or conditional sale agreement or other Contract that, in each case, provides for the ownership, leasing or occupancy of any Real Property with annual payments in excess of $250,000; (o) any Contract granting to any Person (other than a member of the Group Companies) an option or a first-refusal, first-offer or similar preferential right to purchase or acquire any material assets of any of the Group Companies; (p) any Contract granting any “most favored nations” or similar rights; (q) any warranty, indemnification, guaranty or other similar undertaking with respect to contractual performance extended by the Group Companies other than in the ordinary course of business; or (r) any settlement, conciliation, or similar Contract entered into during the Applicable Ownership Period arising out of or related to any claim asserted by any Person (including any Governmental Authority) which has a value greater than $250,000 and other than separation agreements entered into with former employees terminated in the ordinary course of business and earning total annual compensation of less than $175,000 in the year prior to termination. The Group Companies have made available to Parent true and correct copies of each Material Contract. Each Material Contract is a valid and binding obligation of the applicable Group Company, enforceable in accordance with its terms and conditions, subject to Laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies, except for such failure to be valid and binding that would not have a Material Adverse Effect. Neither the applicable Group Company nor, to the Company’s Knowledge, any other party to such Material Contract is in breach or default under such Material Contract, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach under any Material Contract, in each case, except for such

37 WEIL 97824360V.14 breaches and defaults that would not have a material impact on the business of the Group Companies, taken as a whole. 4.14 Litigation. Except for Legal Proceedings or judgements, orders or decrees of a Governmental Authority (a) with respect to actions for monetary damages which the applicable Group Company maintains liability insurance, (b) with respect to any action for which the claim asserted has a value less than $250,000 or (c) as would not be material to the Group Companies taken as a whole, as of the date of this Agreement and during the Applicable Ownership Period, (y) there are no Legal Proceedings pending or, to the Company’s Knowledge, threatened against any Group Company or any officer, director or, employee of a Group Company arising out of their employment or director relationship with any Group Company, whether at law or in equity, or before or by any Governmental Authority or arbitrator nor, to the Company’s Knowledge, does there exist any basis therefor and (z) no Group Company or any officer, director or employee of any Group Company is or was subject to any judgment, order or decree of any Governmental Authority, and no Group Company is in default under or in material breach of any order of any Governmental Authority applicable to such Group Company. 4.15 Employee Benefits. (a) Schedule 4.15(a) lists each material Employee Benefit Plan. (b) The Group Companies have made available to Parent copies of the following, as applicable, with respect to each Employee Benefit Plan: (i) current plan documents, including any related trust documents, insurance contracts or other funding arrangements, and all amendments thereto, (ii) the most recent summary plan description provided to participants, (iii) the most recent determination or opinion letter received from the Internal Revenue Service, (iv) the most recent annual report (Form 5500) (to the extent applicable), and (v) all non-routine or material correspondence to and from any Governmental Authority with respect to any Employee Benefit Plan during the past three (3) years. (c) Each Employee Benefit Plan has been, in all material respects, maintained and administered in accordance with the terms of such Employee Benefit Plan and the requirements of applicable Law, including ERISA and the Code. The Group Companies have provided group health plan coverage in accordance with the Affordable Care Act and timely filed and distributed all required informational reports relating to same. (d) Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is in the form of a prototype or volume submitter document that is the subject of a favorable opinion letter from the Internal Revenue Service. (e) No Employee Benefit Plan is, and no Group Company has any actual or contingent liability with respect to any plan, subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code, including a “multiemployer plan” (as defined in Section 3(37) of ERISA). There are no unfunded liabilities in respect of any Employee Benefit Plan. No Group Company sponsors, maintains or administers a defined benefit pension plan under ERISA or any similar applicable Law. (f) No actions, claims (other than routine benefit claims), audits, investigations, or lawsuits have been asserted or instituted against any Employee Benefit Plan or related trust, sponsor, administrator or fiduciary during the Applicable Ownership Period, nor to the Company’s Knowledge, are there any threatened actions, claims or lawsuits, with respect to any Employee Benefit Plan.

38 WEIL 97824360V.14 (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any current employee or individual independent contractor of any Group Company, (ii) increase any benefits or compensation under any Employee Benefit Plan, or (iii) result in the acceleration of the time of payment, vesting or funding or result in the forfeiture of any benefits or compensation under any Employee Benefit Plan. 4.16 Environmental Matters. Except as provided in Schedule 4.16: (a) The Group Companies are, and for the past three (3) years have been, in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Material Permits required pursuant to Environmental Law for the occupation of the Leased Real Property or Owned Real Property, ownership and operation of their business, and ownership of their assets (“Environmental Permits”) and are, and at all times have been, in compliance therewith, except for noncompliance that would not reasonably be expected to result in the Group Companies incurring material liabilities under Environmental Laws. The Group Companies have not received any written notice of any pending suspension, modification, revocation, cancellation, or non-renewal, in whole or in part, of any Environmental Permits. None of the Environmental Permits requires consent, notification or other action to remain in full force and effect following consummation of the transactions contemplated by this Agreement. (b) There has been no release or threatened release of any Hazardous Materials at, under, on, or from any Owned Real Property, Leased Real Property, or any properties formerly owned, leased, occupied or used by the Group Companies that would reasonably be expected to result in the Group Companies incurring a material liability. The Group Companies have not generated, used, transported, treated, stored, disposed or arranged for the treatment, storage or disposal of any Hazardous Materials under conditions that would reasonably be expected to result in any Group Company incurring material liability under Environmental Laws. (c) The Group Companies have not received any written notice, citation, compliant, summons, order, claim, information request, or other notification from any Governmental Authority or other Person during the Applicable Ownership Period alleging that any of the Group Companies have any liability pursuant to Environmental Laws or alleging any present or past failure to comply with any Environmental Laws, which failure has not been fully and finally resolved, except for such allegations that would not reasonably be expected to result in the Group Companies incurring material liabilities under any Environmental Laws. To the Company’s Knowledge, there are no events, conditions or circumstances that would reasonably be expected to result in material liability of the Group Companies pursuant to Environmental Laws, and there is no Legal Proceeding pending or, to the Company’s Knowledge, threatened that asserts any actual or potential liability pursuant to any Environmental Law. (d) The Group Companies have not assumed by contract any obligations or liabilities relating to Hazardous Materials or otherwise arising under or relating to Environmental Laws that would reasonably be expected to result in a Group Company incurring a material liability. (e) The Group Companies have made available to Parent and Merger Sub accurate and complete copies of all final and non-privileged environmental reports, studies, site assessments and risk assessments or other similar documents prepared for the Group Companies that are in the possession of the Group Companies and relate to the business, the assets of any of the Group Companies, the Owned Real Property and Leased Real Property, or any formerly owned or leased real property and identify known or potentially material liabilities under any Environmental Laws.

39 WEIL 97824360V.14 4.17 Labor Matters. (a) Schedule 4.17(a) sets forth a true, accurate and complete list as of the date hereof of all current employees and independent contractors of each Group Company, and for each of them, as applicable, (i) classification as an employee or independent contractor; (ii) job position or title; (iii) commencement date of employment or engagement with the applicable Group Company; (iv) overtime classification (as exempt or non-exempt under state, federal or foreign overtime and wage and hour applicable Laws); (v) hourly rate of compensation or base annual salary or annualized fees; (vi) commission, bonus or other incentive-based compensation (vii) any current leave of absence; and (viii) whether any employee of a Group Company is on a work permit or visa. (b) Each of the Group Companies is, and for the past three (3) years has been, in compliance in all material respects with, all applicable Laws and Contracts relating to employment, employment practices, immigration, wages, hours, employee compensation, discrimination, harassment and retaliation, equal pay, workplace health and safety, and has correctly classified employees as exempt employees and nonexempt employees under applicable Law. All independent contractors currently providing services to any Group Company are properly classified as independent contractors for purposes of all applicable Laws and Employee Benefit Plans. Except as set forth on Schedule 4.17(b), all employment or consulting Contracts currently in effect are terminable at will without notice (or pay in lieu) or payment of severance or similar amounts (except those statutory notice or severance amounts required by applicable Laws). (c) No Group Company is currently party to or bound by any labor Contract or collective bargaining agreement. No employee of any Group Company is currently represented by or part of a works council, union or other collective group, and there have been no attempts to form a work council, union or other collective group during the Applicable Ownership Period. (d) During the Applicable Ownership Period, to the Company’s Knowledge, no Group Company has experienced (i) any strike, picket, boycott, work stoppage, or slowdown, or (ii) any charge or complaint of unfair labor practice or employment discrimination, except in each case as would not be material to the Group Companies taken as a whole. (e) (i) Each Group Company has, for the past three (3) years, complied and is currently in compliance with, and has not received any notices of non-compliance or violation with respect to, any applicable Law relating or pertaining to COVID-19 or the SARS-CoV-2 virus, (ii) each Group Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19 or the SARS-CoV-2 virus, and (iii) the Company has made available to Parent true, accurate and complete copies of all (A) workplace communications from any Group Company to employees regarding actions or changes in workplace schedules, employee travel, remote work practices, onsite meetings, or other changes that have been implemented in response to COVID-19, (B) contingency plans for workplace cessation in light of COVID-19 and (C) policies implemented in relation to COVID-19. (f) There has been no “collective redundancy” or “employment loss” (as defined under the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local mass layoff Law, statute, rule or regulation) with respect to a group of employees of any Group Company within the six (6) months prior to the date hereof. 4.18 Insurance Policies. Schedule 4.18 sets forth a true and complete list of each material insurance policy and fidelity bond maintained as of the date hereof by, at the expense of or for the benefit of the Group Companies, (collectively, the “Insurance Policies”), true and complete copies of which have been made available to Parent. Neither the Group Companies nor any of their Affiliates have received

40 WEIL 97824360V.14 any written notice of pending cancellation of, premium increase with respect to, or material alteration of coverage under, any of such Insurance Policies. All such Insurance Policies are fully paid or current with regard to payment schedules, are valid and binding in accordance with their terms, and there are no material defaults under any such Insurance Policy by any Group Company or, to the Company’s Knowledge, the applicable insurer. Except as set forth on Schedule 4.18, (a) no Group Company has made any material claim under any Insurance Policy during the Applicable Ownership Period with respect to which an insurer has, in a written notice to any Group Company, denied or disputed its rights with respect to coverage other than customary reservations of rights and (b) no insurer has threatened in writing to cancel any Insurance Policy. A true and complete claims history for each Insurance Policy covering the three-year period prior to the date hereof has been made available to Parent. No Insurance Policies are written on a retrospective, audited, or similar premium basis. 4.19 Affiliate Transactions. Except for (a) employment and equity agreements and arrangements entered into by a Group Company and any employee thereto, (b) participation in Employee Benefit Plans by employees and (c) as set forth on Schedule 4.19, no officer, director, manager, equityholder or Affiliate of any Group Company or, to the Company’s Knowledge, any family member of such Person, (w) owes any amount to any Group Company, nor does any Group Company owe any amount to, or has any Group Company committed to make any loan or extend or guarantee credit to or for the benefit of, any such Person, (x) has purchased, acquired or leased any property, rights or services from, or sold, transferred or leased any assets, property, rights or services to any Group Company, (y) entered into or been subject to any Contract or transaction with a Group Company or (z) received any financial or other benefits from any Group Company, other than the payment of compensation for services rendered. 4.20 Top Customers. (a) Schedule 4.20(a) sets forth the names of the top twenty (20) customers of the Group Companies by dollar purchase volume (measured by the gross amount invoiced to such customer during the applicable period) that purchased goods, products or services from the Group Companies during (i) the years ended December 31, 2019 and December 31, 2020 and (ii) the 1-month period ended January 31, 2021, respectively (each a “Top Customer” and collectively, the “Top Customers”), together with the amount of the dollar purchase volume of each such Top Customer. (b) Except as set forth on Schedule 4.20(b), the Group Companies do not provide any special rebate, discount or similar programs (whether or not in writing) to any of the Top Customers. The Group Companies maintain good relations with each Top Customer and are in material compliance with the terms and conditions of each Top Customer, and to the Company’s Knowledge, no event has occurred that would materially and adversely affect any Group Company’s relations with any such Top Customer. Since December 31, 2020, none of the Top Customers has canceled, terminated or made any threat in writing to: (i) cancel or otherwise terminate its Contract with any Group Company, (ii) cancel or otherwise terminate its business relationship with any Group Company or (iii) decrease its usage of any Group Company’s services or products. None of the Top Customers has advised any Group Company in writing that it (A) intends to cease purchasing the products of any Group Company or to reduce its purchases from any Group Company by more than five percent (5%), on an annualized basis, from its annualized dollar purchase volume set forth on Schedule 4.20(b), or (B) will require any Group Company to reduce prices or otherwise materially and adversely change the terms of sale to such Top Customer as a condition of obtaining business or retaining existing business. 4.21 Top Suppliers. (a) Schedule 4.21(a) sets forth the names of the top ten (10) vendors and/or suppliers by dollar purchase volume (measured by the gross amount invoiced to the Group Companies by

41 WEIL 97824360V.14 such vendor and/or supplier during the applicable period) from which any Group Company ordered raw materials, components, supplies, merchandise, finished goods and related services or other goods and services (collectively, “Goods”) during (i) the years ended December 31, 2019 and December 31, 2020 and (ii) the 1-month period ended January 31, 2021, respectively (each a “Top Supplier” and collectively, the “Top Suppliers”), together with the total amount for which each such Top Supplier invoiced the Group Companies for the applicable time period. (b) The Top Suppliers are able to deliver goods and services to the Group Companies subject to the terms of their existing Contracts with Group Companies or, in the absence of such Contracts, the prices charged to the Group Companies during fiscal year 2021 in sufficient quantities to meet each Group Company’s requirements to continue in the ordinary course of business following the Closing. The Group Companies maintain good relations with each of the Top Suppliers, and to the Company’s Knowledge, no event has occurred that would materially and adversely affect any Group Company’s relations with any such Top Supplier. Since December 31, 2020, no Top Supplier has canceled, terminated or made any threat in writing to cancel or otherwise terminate its business relationship with any Group Company. None of the Top Suppliers have advised any Group Company, in writing, that any Top Supplier intends to refuse or otherwise fail to supply Goods to any Group Company at any time after the Closing Date in a manner consistent with past practices or, to the Company’s Knowledge, have breached its obligations to any Group Company in any material respect since December 31, 2019 that was not cured after a reasonable period after notice from the applicable Group Company. 4.22 Products Warranty. Each product manufactured, sold, leased, or delivered by the Group Companies has been in all material respects in conformity with all applicable contractual commitments and all express and implied warranties, and no Group Company has any Liabilities (and, to the Company’s Knowledge, there is no basis for any present or future action, suit, claim or legal, administrative or arbitral proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damage in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Group Companies. No product manufactured, sold, leased, or delivered by any Group Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has previously provided to Parent complete and accurate copies of the standard terms and conditions of sale or lease for each Group Company (containing applicable guaranty, warranty, and indemnity provisions). 4.23 Anti-Bribery and Anti-Money Laundering. Neither the Group Companies, nor to the Company’s Knowledge, any director, officer, employee or other Person acting on behalf or for the benefit of any Group Company, during the Applicable Ownership Period, have: (a) violated any applicable Anti-Bribery Laws or Anti-Money Laundering Laws; (b) offered, promised, provided, or authorized the provision of any money, property, contribution, gift, entertainment or other thing of value, directly or indirectly, to any Person to influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, or in violation of any applicable Anti-Bribery Law; (c) accepted or received any contribution, payment, gift or expenditure that was unlawful; or

42 WEIL 97824360V.14 (d) been the subject of any actual or threatened action by any Governmental Authority alleging non-compliance with Anti-Bribery Laws or Anti-Money Laundering Laws. 4.24 International Trade Matters. (a) The Group Companies have complied in all material respects with all customs and import Laws of the United States applicable to itself as the Importer of Record (“IOR”) (or otherwise) of all goods it has imported, entered or caused to enter into the United States during the Applicable Ownership Period. No Group Company has any duties, fees, taxes or other amounts owing or to be owed to Customs and Border Protection (“CBP”) for imports as of the date hereof, except for those incurred in the ordinary course of business. No Group Company has committed a material violation of the applicable customs and import Laws of the United States and has made no material false statement or omission to any Governmental Authority involving or otherwise relating to any requirements under the customs and import Laws of the United States for goods imported into the United States during the Applicable Ownership Period. (b) The Group Companies have at all times during the Applicable Ownership Period conducted its respective import and export transactions in accordance in all material respects with (i) all applicable United States import, export and re-export laws, regulations and controls, including the Arms Export Control Act, as amended (“AECA”), the International Traffic Arms Regulations, as amended (“ITAR”), the Export Administration Regulations (“EAR”), Foreign Assets Control Regulations (e.g. 31 C.F.R. Parts 500-599), Countering America’s Adversaries Through Sanctions Act (“CAATSA”), and Export Controls Reform Act of 2018 (“ECRA”) if and to the extent applicable and (ii) all other applicable import/export controls in all jurisdictions in which the Group Companies currently operate in the ordinary course of business. As of the date hereof, neither the Group Companies nor, to the Company’s Knowledge, any of their respective Affiliates, employees, contractors, representatives, agents, consultants or distributors, has violated in any material respect the aforementioned import, export and re-export laws, regulations, and controls during the Applicable Ownership Period. (c) To the Company’s Knowledge, neither any Company Intellectual Property or any Goods have ever at any time (i) been subject to the jurisdiction of the AECA or ITAR, or (ii) contained, incorporated, called to, or used any encryption or other “information security” functionality as that term is defined in 15 C.F.R. Part 772, including any third party encryption or other “information security” functionality. 4.25 Accounts and Notes Payable. All accounts payable and notes payable by each Group Company to third parties arose in the ordinary course of business and, there is no such account payable or note payable that is past due according to its terms, except those contested in good faith. 4.26 Accounts and Notes Receivable. (a) Schedule 4.26(a) contains a true and complete listing of each Group Company’s accounts and notes receivables as of the date hereof (the “Accounts Receivables”), showing the amount of each receivable, the carrying value of each receivable and an aging of amounts due thereunder. The Accounts Receivables (i) represent valid obligations and bona fide transactions made in the ordinary course of business, (ii) are fully collectible in the ordinary course of business without resort to any Legal Proceeding or collection agencies subject to the reserves therefor in the Interim Financial Statements, and (iii) are not subject to refunds or adjustments, valid defenses, set-offs or counterclaims (other than returns in the ordinary course of business). The aggregate amount of any counterclaims or offsetting claims that are pending or have been threatened in writing with respect to the Accounts Receivables do not exceed the aggregate amount of the reserves therefor.

43 WEIL 97824360V.14 (b) All of such Account Receivables relate solely to sales of Goods to the customers of the Group Companies, none of whom are Affiliates of any Group Company. 4.27 Powers of Attorney. Except as set forth on Schedule 4.27, there are no outstanding powers of attorney executed on behalf of any Group Company. 4.28 Brokers’ Fees. Other than to William Blair & Company, L.L.C. and Robert W. Baird & Co., there is no investment banker, broker, finder or other such intermediary that has been retained by each Company or any of its Subsidiaries that is entitled to a fee or commission in connection with the transactions contemplated by this Agreement from such Company or any Subsidiary. 4.29 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, AS QUALIFIED BY THE DISCLOSURE SCHEDULES AND ANY REPRESENTATIONS AND WARRANTIES IN THE ANCILLARY TRANSACTION DOCUMENTS, NO GROUP COMPANY OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ANY GROUP COMPANY OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH GROUP COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PARENT SHALL ACQUIRE THE BUSINESS OF THE COMPANY AND THE GROUP COMPANIES WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE IV OR IN ANY ANCILLARY TRANSACTION DOCUMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO GROUP COMPANY OR ANY OTHER PERSON SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (I) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO PARENT, MERGER SUB OR THEIR RESPECTIVE COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF ANY GROUP COMPANY OR (II) EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE IV, AS QUALIFIED BY THE DISCLOSURE SCHEDULES AND ANY REPRESENTATIONS AND WARRANTIES IN THE ANCILLARY TRANSACTION DOCUMENTS, ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO PARENT, MERGER SUB OR THEIR RESPECTIVE COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO ANY GROUP COMPANY OR THE TRANSACTIONS CONTEMPLATED HEREBY. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent represents and warrants, and upon the Joinder Agreement Effective Date, Merger Sub shall represent and warrant, to the Company as follows: 5.1 Organization. Parent is a New York corporation and Merger Sub is a Delaware corporation, each validly existing and in good standing under the Laws of the jurisdiction of its organization. 5.2 Ownership; No Prior Activities. Merger Sub is a wholly owned subsidiary of Parent, and Parent owns beneficially and of record all of the outstanding shares of common stock of Merger

44 WEIL 97824360V.14 Sub, which shares of common stock were validly issued, fully paid and non-assessable. Parent was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has engaged in no business activity other than as contemplated by this Agreement. Except for obligations or liabilities incurred in connection with the transactions contemplated by this Agreement and described herein, Merger Sub has not or will not have incurred, directly or indirectly, through any subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. 5.3 Authorization; Enforceability. Parent and Merger Sub have all requisite corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub and each Ancillary Transaction Document to which Parent or Merger Sub is a party and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no other proceedings, approvals or votes on the part of Parent and Merger Sub and no equityholder votes are necessary to authorize this Agreement or the Ancillary Transaction Documents or to consummate the Merger and the other transactions contemplated hereby or thereby, other than the filing and recordation of the Certificate of Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and legally binding obligation of Parent and Merger Sub, enforceable in accordance with its terms and conditions, subject to the Enforceability Exceptions, except as would not, or would not reasonably be expected to, adversely affect or delay Parent’s or Merger Sub’s performance under this Agreement or any Ancillary Transaction Document or the consummation of the transactions contemplated hereby or thereby. 5.4 Non-contravention. (a) Neither the execution and delivery of this Agreement or any Ancillary Transaction Document to which Parent or Merger Sub is a party, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, will (i) violate any Laws to which Parent or Merger Sub is subject, (ii) violate any provision of Parent’s or Merger Sub’s Governing Documents, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice or consent under, or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of Parent or Merger Sub under, any agreement, contract, lease, license, instrument or other arrangement to which Parent or Merger Sub is a party or by which any of them is bound or to which any of their assets is subject, except in each case of clause (i) or (iii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or obtain consent or Lien would not adversely affect or delay Parent’s or Merger Sub’s performance under this Agreement or any Ancillary Transaction Document or the consummation of the transactions contemplated hereby or thereby. (b) Except for the filing of the Certificate of Merger under the DGCL, the pre- merger notification requirements of the HSR Act and any other applicable Antitrust Law filings, neither Parent nor Merger Sub needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement. (c) None of Parent, any of its Subsidiaries (including Merger Sub) or any of their Affiliates is subject to, and none of them nor any of their respective assets, rights or properties is subject to, the provisions of any Order that seeks to prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. Additionally, Parent and each of its Subsidiaries (including Merger Sub) is in compliance with any applicable permits, licenses or other similar approvals issued in

45 WEIL 97824360V.14 respect of either such Person by any Governmental Authority, except, in each case, as would not, reasonably be expected to have a material adverse effect on Parent or Merger Sub. 5.5 Brokers’ Fees. Neither Parent nor Merger Sub has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement. 5.6 Litigation. There are no actions, suits, claims or legal, administrative or arbitral proceedings pending against, or threatened in writing against, Parent or Merger Sub that would adversely affect or delay Parent’s or Merger Sub’s performance under this Agreement or the consummation of the transactions contemplated by this Agreement. 5.7 Financing. (a) As of the date of this Agreement, Parent has delivered to the Company complete and accurate copies of executed debt commitment letters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders or other Persons party thereto (together with all annexes, schedules and exhibits thereto and any fee letters related thereto redacted in a manner described below and any Definitive Financing Agreement executed prior to the Closing, as amended or otherwise modified in accordance with Section 7.3, the “Financing Instruments”) pursuant to which the lenders and other Persons party thereto have agreed, subject to the terms and conditions set forth therein, to provide or cause to be provided the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and related fees and expenses to be incurred by Parent and Merger Sub in connection therewith and for the other purposes set forth therein (the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (with the fee and other provisions, including any “market flex” term, “successful syndication” levels, pricing terms and other commercially sensitive information specified therein redacted, in each case, so long as no such redaction covers terms that would cause the proceeds of the Financing, together with any cash on hand, to be less than the Required Amount, or otherwise impact the conditionality, availability or termination of the Financing) executed in connection with the Financing Instruments (any such letter, a “Fee Letter”). (b) As of the date of this Agreement, (i) the Financing Instruments have not been amended or modified prior to the date of this Agreement, (ii) no such amendment or modification is contemplated by Parent or, to the knowledge of Parent, by the other parties thereto (other than to add bona fide, creditworthy lenders, lead arrangers, bookrunners, syndication agents and other Financing Sources), (iii) the respective commitments contained therein have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified in any respect and (iv) the Financing Instruments represent legal, valid, binding and enforceable obligations of Parent and Merger Sub and, to the knowledge of Parent, each other party thereto, except as enforceability may be limited by laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). There are no (A) other Contracts, side letters or arrangements to which Parent or Merger Sub is a party relating to the funding or investing, as applicable, of the full amount of the Financing or (B) conditions precedent to the obligations of the Financing Sources party to the Financing Instruments to fund the full amount of the Financing on the Closing Date, in each case, other than as expressly set forth in the Financing Instruments. (c) Assuming (x) the Financing is funded in accordance with the Financing Instruments and (y) the satisfaction of the conditions set forth in Sections 8.2(a) and (b), the Financing, together with any cash on hand, is sufficient to satisfy Parent’s obligations hereunder to (i) make all payments contemplated to be made by Parent under this Agreement in connection with the Merger (including the payment of all amounts payable by Parent pursuant to Article III in connection with or as a

46 WEIL 97824360V.14 result of the Merger), and (ii) pay all fees and expenses required to be paid at the Closing by Parent or Merger Sub in connection with the Merger and the Financing (such amount, the “Required Amount”). (d) As of the date of this Agreement, (i) to the knowledge of Parent and Merger Sub, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Financing Instruments that would give rise to a right on the part of the relevant Financing Source to terminate its obligations to provide the Financing under the Financing Instrument and (ii) assuming satisfaction of the conditions set forth in Section 8.1 and 8.2, each of Parent and Merger Sub has no reason to believe that it will not be unable to satisfy, on a timely basis, any condition to the funding of the Financing or that any portion of the Financing will be unavailable on the Closing Date. (e) Each of Parent and Merger Sub has fully paid and any all commitment or other fees required by the Financing Instruments to be paid on or before the date of this Agreement. 5.8 Solvency of the Surviving Company. Immediately following the Effective Time, the Surviving Company will be Solvent. For purposes of this Agreement, “Solvent” when used with respect to the Surviving Company means that, as of any date of determination, (a) the Present Fair Salable Value of its assets will, as of such date, exceed its probable liabilities on existing debts as they become absolute and matured (including, in any event, payments that may become due under the debt instruments as a result of the transactions contemplated hereby), (b) the Surviving Company will not have, as of such date, an unreasonably small amount of assets or capital for the business in which it is engaged, and (c) the sum of its debts does not exceed the fair value of its assets. For purposes of the definition of “Solvent”, “debt” means liability on a right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured. “Present Fair Salable Value” means the amount that may be realized if the aggregate assets of the Surviving Company (including goodwill) are sold as an entirety with reasonable promptness in an arm’s length transaction under present conditions for the sale of comparable business enterprises. 5.9 Investment Representation; Investigation. Parent is acquiring the Company Shares for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities Laws. Parent is an “accredited investor” within the meaning of Regulation D promulgated pursuant to the Securities Act. Parent is (either alone or through its advisors and Affiliates) informed and sophisticated and has sufficient knowledge and experience in financial and business matters and the industries in which the Group Companies operate and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the other Ancillary Transaction Documents and is able to bear the substantial economic risk of such investment for an indefinite period of time, including a complete loss of its investment. Parent confirms that it and its advisors have been afforded access to the books and records, facilities, contracts, assets, equipment and personnel of the Group Companies that Parent and its respective advisors have desired or requested and deemed necessary to review and have had the opportunity to ask all questions necessary and received appropriate responses thereto for purposes of conducting a due diligence investigation. Parent acknowledges and agrees that the Company Shares have not been registered under the Securities Act of 1933, as amended or any state securities Laws and understands and agrees that that the Company Shares being acquired hereunder may not be sold, transferred, offered for sale, pledged or otherwise disposed of without compliance with applicable Law, except pursuant to an exemption therefrom under applicable securities Laws. Parent has no reason to anticipate any change in circumstances, or other particular occasion or event, which would cause Parent to attempt to sell, transfer or otherwise dispose of such shares in violation of applicable securities Laws.

47 WEIL 97824360V.14 5.10 Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that no Group Company, nor any other Person, including any officer, agent, representative or employee of the Representative or any of the Group Companies, is making any representations or warranties whatsoever, express or implied, at law or in equity, in connection with this Agreement or the Ancillary Transaction Documents or the transactions contemplated hereby or thereby beyond those expressly given by the Company in ARTICLE IV (each as modified by the Disclosure Schedules), the Ancillary Transaction Documents or any certificate delivered pursuant to this Agreement, and Parent and Merger Sub are not relying on any other representations or warranties not expressly made by the Company in ARTICLE IV (each as modified by the Disclosure Schedules), the Ancillary Transaction Documents or any certificate delivered pursuant to this Agreement. Parent and Merger Sub acknowledge and agree that, except for the express representations and warranties contained in ARTICLE IV, the Ancillary Transaction Documents or any certificate delivered pursuant to this Agreement, the assets and the business of the Group Companies are being transferred on a “where is” and, as to condition, “as is” basis. Parent and Merger Sub further acknowledge that none of the Group Companies, nor any of their Affiliates nor any other Person has made or is making any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information, data, or statement regarding any Group Company, or the transactions contemplated hereby, including in respect of the Company Equityholders, the business, merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness, the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement or other information (financial or otherwise) regarding any Group Company furnished to Parent or its representatives or made available to Parent and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever, not expressly set forth in ARTICLE IV (each as modified by the Disclosure Schedules), the Ancillary Transaction Documents or any certificate delivered pursuant to this Agreement, and none of any Group Company, or any of their Affiliates or any other Person will have or be subject to any obligation or liability to Parent or any Surviving Group Company or any other Person for providing or not providing to Parent or any Surviving Group Company or Parent’s or any Surviving Group Company’s representatives any information not specifically required to be provided or disclosed pursuant to the specific representations and warranties set forth in ARTICLE IV of this Agreement, the Ancillary Transaction Documents or any certificate delivered pursuant to this Agreement, or Parent’s or any Surviving Group Company’s use of, any such information, including any other publications or data room information provided to Parent or its representatives, or any other document or information in any form provided to Parent or its representatives in connection with the sale of the Group Companies, and any related transactions. Parent and Merger Sub acknowledge and agree that they have conducted to their satisfaction, their own independent investigation of the condition, operations and business of the Group Companies and, in making their determination to proceed with the transactions contemplated hereby, Parent and Merger Sub have relied solely on the results of their own independent investigation. ARTICLE VI PRE CLOSING COVENANTS OF THE COMPANY 6.1 Conduct of Business. From the date of this Agreement, each Group Company shall conduct its business in all material respects according to its ordinary course of business in the same manner as heretofore conducted. Except as otherwise contemplated by this Agreement, as set forth on Schedule 6.1 or as otherwise consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing or the earlier termination of this Agreement pursuant to ARTICLE XI hereof, the Group Companies covenant and agree that:

48 WEIL 97824360V.14 (a) except in the ordinary course of business or as otherwise required by Law or existing Contract or Employee Benefit Plan, no Group Company shall (i) increase the base salary or bonus of any of its existing employees whose annual base salary is in excess of $175,000, (ii) except with respect to the Transaction Bonuses, take any action to accelerate the vesting or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan, or (iii) amend or enter into a new Employee Benefit Plan that would have a material financial impact on the Company; (b) no Group Company shall issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any equity interests of such Group Company, or any securities convertible into any such equity interests, or any rights, warrants, calls, subscriptions or options to acquire any such equity interests or convertible securities, or enter into or adopt a plan or agreement of reorganization, merger or consolidation or adopt a plan of complete or partial liquidation or dissolution; (c) no Group Company shall amend its Governing Documents or form any subsidiary or joint venture entity; (d) no Group Company shall sell, lease, license, encumber or otherwise dispose of, or agree to sell, lease, license, encumber or otherwise dispose of, any of its material assets other than, in the case of assets or properties that are not real property, in the ordinary course of business; (e) no Group Company shall acquire or lease, or agree to acquire or lease, any real property; (f) except in the ordinary course of business and the Transaction Bonus Letters, no Group Company shall enter into, terminate, amend or modify any Material Contract; (g) no Group Company shall provide a loan or advance to any Person, other than advances to employees for business expenses to be incurred in the ordinary course of business or transactions with customers on credit in the ordinary course of business; (h) no Group Company shall make any change in any method of accounting, make or change any Tax election, settle any claim or assessment for any amount of Taxes relating to any Group Company or consent to any extension or waiver of the limitation period applicable to any claim or assessment for any amount of Taxes relating to any Group Company, in each case except as required by applicable Law or GAAP; (i) no Group Company shall (A) incur any Indebtedness or issue any securities evidencing Indebtedness, in each case, in excess of $250,000 (pursuant to any Contract evidencing such Indebtedness in effect as of the date hereof), (B) make any loans or advances of borrowed money, capital contributions to, or equity investments in, any Person or (C) create any Subsidiaries; (j) no Group Company shall initiate, settle or compromise any Legal Proceeding; (k) no Group Company shall enter into any contract, understanding or commitment that contains any restrictive covenant or otherwise materially restrains, restricts, limits or impedes the ability of the Company or its Subsidiaries to compete with or conduct any business in any geographic area or solicit the employment of any Persons, except for any such Contracts entered into by the Group Companies in the ordinary course of business; (l) no Group Company shall increase any reserves for contingent Liabilities;

49 WEIL 97824360V.14 (m) no Group Company shall write-down or write-up the value of any asset or, other than in the ordinary course of business, write-off, or accelerate the collection of, any accounts receivable or notes receivable; (n) no Group Company shall open any new facility or enter into any new line of business or close any facility or discontinue any line of business or any business operations; (o) no Group Company shall authorize or enter into any agreement in furtherance of the foregoing. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, (i) nothing in this Agreement shall prohibit or otherwise restrict any Group Company from (A) declaring and paying any dividends or distributions of cash and cash equivalents of such Group Company (including Tax distributions if permitted under any Governing Documents of the Company) or from repaying, or accepting as a contribution of capital, any Indebtedness of such Group Company in each case with available Cash on Hand provided that any such actions be taken and completed prior to the Closing, (B) subject to Section 6.12, negotiating or entering into a waiver or similar agreement with Amazon relating to the Amazon ROFO, and (C) subject to Section 6.12, taking any actions (or failing to take any actions) to the reasonably deemed by the Group Companies to be advisable or necessary in order for Dorner Manufacturing to comply with its obligations under Section 11 of the Amazon Product Schedule, including the delivery (or failure to deliver) of an Offer Notice in accordance therewith, and (ii) any deviations from the ordinary course of business of the Group Companies or actions, activities or conduct of any Group Company reasonably necessary (in the Company’s sole discretion) to mitigate, remedy, respond to or otherwise address the effects of the COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof or related health condition), as mandated by any Governmental Authority or for purposes of protecting the health or safety of any Person, that would otherwise be in breach of this Section 6.1 and in no event shall any such action described in the foregoing clauses (i) and (ii) be deemed to constitute a breach of this Agreement in any respect. In addition, nothing contained in this Agreement is intended to give Parent or any Merger Sub, directly or indirectly, the right to control or direct any Group Company’s operations prior to the Effective Time. Prior to the Effective Time, the Group Companies shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective operations. 6.2 Filings; Consents; Etc. The Company shall (together with Parent in accordance with Section 7.1(b)), as promptly as practicable and no later than five (5) Business Days following the date of this Agreement (which such date shall automatically be extended in the event that the United States Federal Trade Commission or United States Department of Justice are closed or not accepting filings of the notification form required pursuant to the HSR Act), file with the United States Federal Trade Commission and the United States Department of Justice, the notification form required pursuant to the HSR Act for the transactions contemplated by this Agreement, which form shall specifically request early termination of the waiting period prescribed by the HSR Act. Company shall (i) furnish to Parent’s counsel such necessary information and reasonable assistance as Parent may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, (ii) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and (iii) use its reasonable best efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire at the earliest possible date, including by providing Parent with prompt and reasonable cooperation and assistance in gathering and preparing information and materials reasonably necessary to expedite review of the aforementioned filings and clearance of the transactions contemplated hereby by any Governmental Authority under any Antitrust Law. Company shall respond as promptly as practicable to any requests made for any additional information in connection with such filings. The Company shall (A) promptly notify Parent of any substantive written communication to the Company or its Affiliates from any Governmental Authority and, subject to

50 WEIL 97824360V.14 applicable Law, permit Parent to review in advance any proposed substantive written communication to any of the foregoing (and consider in good faith the views of Parent in connection therewith); (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with Parent in advance and, to the extent permitted by such Governmental Authority, gives Parent the opportunity to attend and participate thereat; and (C) subject to reasonable privilege and confidentiality considerations, furnish Parent with copies of all substantive correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of its staff on the other hand, with respect to this Agreement. 6.3 Publicity. Prior to the first to occur of the Closing Date and the termination of this Agreement pursuant to ARTICLE XI hereof, unless required by applicable Law, the Company shall not, and shall not permit any Group Company or any of its Affiliates to, issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict or prohibit any Group Company from making any announcement to its employees, customers and suppliers to the extent such Group Company reasonably determines in good faith that such announcement is necessary or advisable in connection with the transactions contemplated hereby, but only upon the prior written consent by Parent (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Parties acknowledge and agree that the direct and indirect equityholders of the Company that are financial sponsors may provide general information about the subject matter of this Agreement in connection with their normal fund raising, marketing, informational or reporting activities. 6.4 Access. The Company will permit Parent and its representatives (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of any Group Company, to the premises, books, records (including Tax records), contracts and documents of or pertaining to any Group Company. All requests for such access shall be directed to Terry Schadeberg and such other Persons as the Company may designate in writing from time to time (collectively, the “Designated Contacts”). Other than the Designated Contacts, neither Parent nor any of its Affiliates or any of their respective representatives shall contact any other employee, customer, supplier, landlord, lender or other material business relation of any Group Company without the prior written consent of the Company. Parent shall comply with, and shall cause its representatives to comply with, all of their obligations under the Confidentiality Agreement with respect to the information disclosed pursuant to this Section 6.4, which Confidentiality Agreement will remain in full force and effect. 6.5 Sensitive Information. Notwithstanding the obligations set forth in this ARTICLE VI to the contrary, the Group Companies may withhold from Parent and Merger Sub: (a) any document or information that a Group Company is prohibited from disclosing pursuant to the terms of a confidentiality agreement with a third party; and (b) any document or information that is subject to attorney-client or other legal privilege if making available such document or information would result in a violation or waiver of such privilege, provided that in each case, the Company shall use commercially reasonable efforts to allow such access or disclosure that does not violate, breach or waive any rights or privileges set forth in subsections (a) and (b) herein. 6.6 Requisite Stockholder Approvals. The Company shall deliver to Parent its Requisite Stockholder Approval as promptly as practicable following the date hereof (but in any event within 1 Business Day of the date hereof), in accordance with the Governing Documents of the Company and any other applicable Law.

51 WEIL 97824360V.14 6.7 R&W Insurance Policy. Prior to the Closing, Parent shall provide to the Company a true and complete copy of the buyer-side representation and warranty insurance policy, to be issued at the Closing in the name of and for the benefit of Parent in respect of the representations and warranties contained in this Agreement, any Ancillary Transaction Document or in any certificate, document or other instrument contemplated by or delivered in connection with this Agreement (the “R&W Insurance Policy”). Parent will promptly pay all premiums, underwriting fees, brokers’ commissions and other costs and expenses required for the full term of the R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby the insurer under the R&W Insurance Policy expressly waives, and agrees not to pursue, directly or indirectly and other than in the event of Fraud, any subrogation rights against any former or current equityholder(s), managers, members, directors, officers, employees, agents or representatives of the Company with respect to any claim made by an insured thereunder. Parent shall not waive, amend or modify such subrogation provision in any material respect, or allow such subrogation provision to be waived, amended or modified, without the prior written consent of the Representative (such consent not to be unreasonably conditioned, withheld or delayed). In addition, the R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry). Parent acknowledges and agrees that the obtaining of a R&W Insurance Policy is not a condition to the Closing and Parent shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in ARTICLE VIII, to consummate the transactions contemplated by this Agreement, even if the R&W Insurance Policy is not obtained at or prior to the Closing. In addition, Parent acknowledges and agrees that the obtaining of the R&W Insurance Policy shall not impede or delay the Closing. From and after the date hereof, the Company and the Representative agree to reasonably cooperate with Parent in connection with Parent’s procurement of the R&W Insurance Policy, including by providing information and documents reasonably requested or required by the insurer under the R&W Insurance Policy. 6.8 280G. Between the date hereof and the Closing Date, the Company will (or will cause its applicable Affiliates to) use commercially reasonable efforts to obtain waivers and will solicit equityholder approval of any payments that may, separately or in the aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code) that may be made to individuals whom the Company reasonably believes are, with respect to the Company, “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) in connection with the transactions contemplated by this Agreement, such that such payments would not be deemed to constitute “excess parachute payments” pursuant to Section 280G of the Code; provided, that the Company shall not be in breach of this covenant solely as a result of the refusal of any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Company shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). The Company shall forward to Parent, and allow Parent three (3) days to review and comment upon, prior to submission to the applicable shareholders or unitholders, copies of all material documents prepared for purposes of complying with this provision and shall consider any such reasonable comments in good faith. Prior to the Closing Date, the Company shall deliver to Parent notification that (a) a vote was solicited in conformance with Section 280G(b)(5) of the Code and the regulations promulgated thereunder and the requisite equityholder approval was obtained with respect to any waived payments or benefits that were subject to the equityholder vote, or (b) such equityholder approval was not obtained and, as a consequence, that such waived payments or benefits shall not be made or provided to the extent they would cause any amounts to constitute “excess parachute payments” pursuant to Section 280G of the Code. Notwithstanding the foregoing and subject to compliance with Section 6.8 to the extent that any contract, agreement, or plan is entered into by Parent, the Surviving Group Companies or any of their Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such contract, agreement or plan to the Company and the Representative at least ten (10) days before the Closing Date and shall cooperate with the Company

52 WEIL 97824360V.14 in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code. 6.9 Supplemental Information. At any time, and from time to time, prior to the Closing, each Party shall notify the other Parties as promptly as practicable of the occurrence of any event that would be more likely than not to result in the failure of any of the conditions set forth in Section 8.1, Section 8.2, or Section 8.3, respectively, to be satisfied. 6.10 Financing Cooperation. (a) Prior to the Effective Time, the Company will use its commercially reasonable efforts, and will cause each of its Subsidiaries and its and their representatives, at Parent’s sole cost and expense, to use their respective commercially reasonable efforts, to provide Parent and Merger Sub with all cooperation as is customary for financings of this type to assist them in connection with Parent and Merger Sub obtaining the Financing, including: (i) participating (and causing senior management and Representatives of the Company to participate) in a reasonable number of virtual meetings, calls and presentations (limited to one “bank meeting”) and sessions with rating agencies, and otherwise cooperating with the marketing or syndication efforts for any of the Financing and assisting Parent in obtaining ratings as contemplated by the Financing, in each case, during normal business hours and upon reasonable notice and otherwise in a manner so as not to unduly disrupt the business of such Person; (ii) assisting with the timely preparation of customary materials for rating agency presentations, bank information memoranda, investor presentations, and similar documents required in connection with the Financing, including providing customary authorization letters related thereto; (iii) using commercially reasonable efforts to facilitate the delivery of legal opinions that counsel to Parent and Merger Sub are not qualified to provide, as reasonably requested by Parent on behalf of the Financing Sources; (iv) if applicable, using commercially reasonable efforts to ensure that the syndication efforts for the Financing benefit from the Company’s existing banking relationships; (v) facilitating the pledging of collateral for the Financing (including using reasonable efforts to facilitate the delivery of original stock certificates and original stock powers of the Company to the extent required at Closing in connection with the Financing), including executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents, original stock certificates and customary closing certificates (other than, for the avoidance of doubt, a solvency certificate) and documents (in each case, subject to and only effective upon occurrence of the Closing) and assisting in preparing the definitive financing documentation and the schedules thereto as may be reasonably requested by Parent; (vi) reasonably cooperating with Parent’s legal counsel in connection with customary legal opinions required of Parent in connection with the Financing;

53 WEIL 97824360V.14 (vii) (A) delivering notices of prepayment prescribed in the documentation governing any debt to be prepaid on the Closing Date and (B) arranging for customary payoff letters, lien terminations and instruments and acknowledgements of discharge with respect to the Indebtedness listed on Schedule 9.1(i) hereto (it being understood and agreed that reasonable best efforts will be used to deliver drafts of such documents to Parent no later than five (5) Business Day prior to the Closing Date); (viii) furnishing Parent and its Financing Sources promptly, and in any event at least three (3) Business Days prior to the Closing Date (to the extent requested by the Financing Sources at least ten (10) Business Days prior to the Closing Date), with all documentation and other information required by Governmental Authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and (ix) as of the Closing Date, taking all corporate actions reasonably requested by the Parent to authorize the consummation of the Financing and any Alternative Financing. provided that (1) nothing herein shall require such cooperation to the extent it would (A) subject any of the Company or its Subsidiaries or their respective directors, managers, officers, employees or other representatives to any actual or potential personal liability, (B) reasonably be expected to conflict with, or violate, the Company’s and/or any of its Subsidiaries’ Governing Documents or any Law, or result in the contravention of, or violation or breach of, or default under, any contract to which the Company or any of its Affiliates is a party, (C) cause any representation, warranty, covenant or other obligation in this Agreement or any Ancillary Transaction Document to be breached or any closing condition to fail to be satisfied, (D) require the Company or its Affiliates to (i) pay or agree to pay any fees or reimburse any expenses prior to the Closing for which it will not be reimbursed by or on behalf of Parent, or to give any indemnities or incur any liabilities that are effective prior to the Closing, or (ii) deliver or obtain opinions of internal or external counsel, (E) provide access to or disclose information that the Company or any of its Subsidiaries determines in good faith would jeopardize any attorney-client or similar privilege, (F) require the preparation of financial statements or provide any information that is not readily available to the Company and its Subsidiaries; it being understood and agreed that the preparation of pro forma financial statements shall be the responsibility of Parent and/or Merger Sub, (G) require the Company and/or any Subsidiary to make any representation, warranty or certification that, in the good faith determination of the Company, is not true, (H) provide any cooperation or information that does not pertain to the Company or its Subsidiaries (it being understood and agreed that no officer or employee of the Company or its Subsidiaries shall be required to take any action other than on behalf of the Company and/or its applicable Subsidiary in his, her or their capacity as an officer or employee of the Company or the applicable Subsidiary), (2) nothing herein shall require such cooperation from the Company or its Affiliates to the extent it would, in the Company’s reasonable judgment, unreasonably interfere with the ongoing operations of the Company or its Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries or (3) none of the directors or managers of the Company and its Subsidiaries, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument, including any Definitive Financing Agreement, with respect to the Financing or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which the Financing is obtained, including any Definitive Financing Agreement, unless Parent and Merger Sub shall have determined that such directors and managers are to remain as directors or managers of the Company or such Subsidiary on and after the Effective Time and such resolutions are effective upon the Closing.

54 WEIL 97824360V.14 (b) Notwithstanding anything in this Section 6.10 to the contrary, (A) no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Financing, other than customary authorization letters, will be effective until the Effective Time and (B) neither the Company nor any of its Subsidiaries will be required to take any action (including the distribution or transfer by or through any non-U.S. Subsidiary of the Company, whether by dividend, loan or otherwise, of any cash) pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. For the avoidance of doubt, none of the Company or its Subsidiaries or their respective officers, directors (with respect to any Subsidiary of the Company) or employees shall be required to execute or enter into or perform any agreement with respect to the Financing contemplated by the Financing Instruments, other than customary authorization letters, that is not contingent upon the Closing or that would be effective prior to the Closing. (c) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing so long as such logos are used (i) solely in a manner that is not intended to or likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, (ii) solely in connection with a description of the Company, its business and products or the Merger and (iii) in a manner consistent with the other terms and conditions that the Company reasonably imposes. (d) All non-public or other confidential information provided by the Company or any of its representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub will be permitted, subject to compliance with the terms of the Confidentiality Agreement, to disclose such information to any Financing Sources or prospective financing sources and other financial institutions that are or may become parties to the Financing and to any underwriters in connection with the Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. (e) Promptly upon request by the Company, whether or not Closing occurs, Parent will reimburse the Company for any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of one law firm) incurred by the Company or its Subsidiaries (including those of its Affiliates or Representatives) in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.11, and the foregoing obligations shall survive termination of this Agreement. (f) Whether or not Closing occurs, Parent shall indemnify, defend and hold harmless the Company and each of its Subsidiaries and their Affiliates (including Affiliates as of the date hereof who will cease to be Affiliates at the Effective Time) and representatives from, against and in respect of any liability or losses imposed on, sustained, incurred or suffered by, or asserted against, any of them, whether in respect of third-party claims, direct claims or otherwise, directly or indirectly relating to, arising out of or resulting from the arrangement of the Financing, any other financing and/or the provision of information utilized in connection therewith, and the foregoing obligations shall survive termination of this Agreement, in each case, other than to the extent arising out of or resulting from any willful misconduct, gross negligence, material breach of this Agreement or material misstatement by, or on behalf of, the Company and each of its Subsidiaries and their Affiliates (including Affiliates as of the date hereof who will cease to be Affiliates at the Effective Time).

55 WEIL 97824360V.14 (g) Notwithstanding anything to the contrary in this Agreement, without limiting the obligations of the Company under this Section 6.10, if (i) the cooperation required to be provided in this Section 6.10 in connection with the Financing (other than the Financing contemplated by the Financing Instrument on the date hereof) is materially more onerous to the Company and/or any of its Subsidiaries than what is required to be provided pursuant to this Section 6.10 with respect to the financing contemplated by the Financing Instrument on the date hereof and (ii) the Company and/or any Subsidiary fails to satisfy any such more onerous requirement, such failure shall not be deemed to constitute a breach of this Section 6.10 for purposes of Article VIII hereof. (h) Notwithstanding anything to the contrary contained herein, the obligations of Parent and Merger Sub under this Agreement are not contingent on the availability of financing for the transactions contemplated by this Agreement. Parent hereby confirms that it is not a condition to Closing that Parent obtain any financing. 6.11 Exclusivity. Until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, the Group Companies will not, directly or indirectly, take (and the Company shall not authorize any of its respective directors, managers, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives or, to the extent within the Group Companies’ control, other Affiliates to take) or permit any other Person on its behalf to take, any action to (a) encourage, initiate, facilitate or engage in discussions or negotiations with, or enter into any Acquisition Proposal, (b) enter into or consummate any agreement with respect to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or (c) participate or engage in any way in any discussions or negotiations with, or furnish any information to, any Person in connection with, or the making of any proposal that constitutes, or any would otherwise reasonably be expected to result in the making of, an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and its and their respective officers, employees, representatives and Affiliates to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person that may be ongoing with respect to the foregoing. The Company shall notify Parent and Merger Sub promptly (but in no event later than two (2) Business Days) after receipt by the Company, its Subsidiaries or any of their respective Affiliates or representatives of any Acquisition Proposal or any offer from any Person other than Parent or Merger Sub to effect an Acquisition Proposal. 6.12 Amazon Waiver. The Company shall use its commercially reasonable efforts to obtain or cause to be obtained the Amazon Waiver. If the Company does not obtain the Amazon Waiver on or before the date that is 3 Business Days from the date hereof (the “Amazon Waiver Deadline”), the Company shall provide Amazon with an Offer Notice in accordance with Section 11 of the Amazon Product Schedule no later than the first Business Day immediately following the Amazon Waiver Deadline. The Company shall promptly notify Parent of any communications from Amazon relating to the Amazon Waiver and/or the Amazon ROFO, consult with Parent in good faith regarding any actions to be taken by the Company (or any inaction thereby) with respect to the Amazon Waiver and/or the Amazon ROFO and otherwise keep Parent reasonably apprised as to the status of any discussions or communications with Amazon relating to the foregoing. ARTICLE VII COVENANTS OF PARENT AND MERGER SUB 7.1 Filings; Consents; Etc. (a) Parent and Merger Sub shall use their reasonable best efforts to take or cause to be taken all actions and to do or cause to be done all things (including the satisfaction of the

56 WEIL 97824360V.14 conditions set forth in Section 8.1 and Section 8.3) that are necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. If a suit or other action is threatened or instituted by any Governmental Authority or other Person challenging the validity or legality, or seeking to restrain the consummation of the transactions contemplated by this Agreement, Parent and Merger Sub shall use best efforts to avoid, resist, resolve or, if necessary, defend such suit or action. (b) Parent shall (together with the Company in accordance with Section 6.2), as promptly as practicable and no later than five (5) Business Days following the date of this Agreement (which such date shall automatically be extended in the event that the United States Federal Trade Commission or United States Department of Justice are closed or not accepting filings of the notification form required pursuant to the HSR Act), file with the United States Federal Trade Commission and the United States Department of Justice, the notification form required pursuant to the HSR Act for the transactions contemplated by this Agreement, which form shall specifically request early termination of the waiting period prescribed by the HSR Act. Parent shall (i) furnish to the Company’s counsel such necessary information and reasonable assistance as the Company may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, (ii) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and (iii) use its reasonable best efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire at the earliest possible date (including, with respect to filings under the HSR Act, seeking early termination of the waiting period under the HSR Act). Parent shall respond as promptly as practicable to any requests made for any additional information in connection with such filings. Parent shall be responsible for all HSR Fees payable in connection with such filings. Parent shall (A) promptly notify the Company of any substantive written communication to Parent or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the Company to review in advance any proposed substantive written communication to any of the foregoing (and consider in good faith the views of the Company in connection therewith); (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the Company in advance and, to the extent permitted by such Governmental Authority, gives the Company the opportunity to attend and participate thereat; and (C) subject to reasonable privilege and confidentiality considerations, furnish the Company with copies of all substantive correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of its staff on the other hand, with respect to this Agreement. For the avoidance of doubt, Parent shall be solely responsible for the filing fee for the Notification and Report Form under the HSR Act and any other notifications required to be filed by this Section 7.1(b). (c) Notwithstanding anything in this Agreement to the contrary, Parent and the Company shall, and Parent shall cause its Affiliates to, promptly take any and all actions necessary or advisable to obtain expiration or termination of the required waiting periods and any consents, clearances or approvals required under or in connection with the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, including the rules promulgated under each and any other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or harm to competition through merger or acquisition (collectively the “Antitrust Laws”) and to avoid or eliminate each and every impediment under any Antitrust Law, in each case, to cause the Merger and the other transactions contemplated hereby to occur as soon as practicable following the date of this Agreement and, in any event, prior to the End Date, including (i) expeditiously complying with or modifying any requests or inquiries for additional information or documentation by any Governmental Authority, (ii) offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the

57 WEIL 97824360V.14 sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or businesses of Parent and its Affiliates and the Group Companies; (iii) entering into, amending, modifying or terminating any Contracts or other arrangements, and any other restrictions on the activities of Parent and its Affiliates and the Group Companies, and (iv) contesting, defending and appealing any threatened or pending Legal Proceeding or preliminary or permanent injunction or other Order that would adversely affect the ability of any Party hereto to consummate, or otherwise delay the consummation of, the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (d) From the date of this Agreement through the date (i) of termination or expiration of the required waiting periods under the HSR Act and (ii) any consents of any other applicable Governmental Authority are obtained, Parent and its Affiliates shall not take any action that would reasonably be expected to delay or make more difficult the obtaining of clearance, termination or the expiration of the required waiting periods under the HSR Act, or the obtaining of such consents from any applicable Governmental Authorities. 7.2 Publicity. Prior to the Closing Date, unless required by applicable Law (including any applicable securities Law), Parent and Merger Sub shall not, and shall not permit any of their respective representatives to, issue any press releases or make any public announcements relating to the subject matter of this Agreement without the prior written consent of the Company. Following the Closing, unless required by applicable Law (including any applicable securities Law), Parent shall not, and shall cause the Surviving Group Companies not to, and shall not permit any of their respective representatives to, issue any press releases or make any public announcements relating to the subject matter of this Agreement without the prior written consent of the Representative. For the avoidance of doubt, subject to customary confidentiality protections, the Parties acknowledge and agree that Parent may provide general information about the subject matter of this Agreement in connection with its normal fund raising, marketing, informational or reporting activities. Notwithstanding anything to the contrary herein, Parent shall be permitted to file a copy of this Agreement as an exhibit to any filing that it is required or obligated by Law to make to comply with its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; provided, that to the extent legally permissible, Parent shall provide the Company with prior written notice of such filing and a meaningful period of time to review and comment on such filing as promptly as practicable prior to such filing. 7.3 Financing. (a) Each of Parent and Merger Sub will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Instruments if such amendment, modification or waiver would reasonably be expected to: (i) reduce the aggregate amount of the Financing, together with any cash on hand, to an amount below the Required Amount; (ii) directly or indirectly impose new or additional or expand, amend or modify any conditions precedent relating to the receipt or funding of any portion of the Financing at or substantially concurrently with the Closing in a manner that would reasonably be expected to delay or prevent the Closing, or (iii) impair, delay or prevent funding of the Financing or (iv) adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or adversely affect the rights of Parent or Merger Sub to enforce their respective rights under the financing Instruments (it being understood that Parent may amend any Financing Instruments to add bona fide, creditworthy lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Financing Instruments as of the date of this Agreement). (b) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will use its respective reasonable best efforts to take (or cause to be taken) all actions and to

58 WEIL 97824360V.14 do (or cause to be done) all things necessary, proper and advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Instruments and any related Fee Letter, including using its reasonable best efforts to: (i) maintain in effect the Financing Instruments in accordance with the terms and subject to the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Financing contemplated by the Financing Instruments on the terms and conditions (which may include the “flex” provisions) contemplated by the Financing Instruments and related Fee Letter (or on other terms that are not less favorable in any material respect to Parent that do not violate the restrictions set forth in Section 7.3(a) than the terms and conditions (including any “flex” provisions) set forth in the Financing Instruments) (such definitive agreements, the “Definitive Financing Agreements”); (iii) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Financing Instruments and such definitive agreements thereto that are within their control (or, if deemed advisable by Parent, seek the waiver of conditions applicable to Parent contained in such Financing Instruments); (iv) consummate the Financing at or prior to the Closing, including using its reasonable best efforts to cause the Financing Sources to fund the Financing at the Closing; and (v) comply in all material respects with its obligations pursuant to the Financing Instruments. (c) Parent and Merger Sub will keep the Company reasonably informed in reasonable detail of the status of their efforts to arrange the Financing and, upon the Company’s reasonable request, provide copies and/or drafts of any Definitive Financing Agreements. Parent and Merger Sub will give the Company prompt notice, and in any event within two Business Days, (A) of any actual material breach or default by any party to the Financing Instruments or definitive agreements related to the Financing of which Parent or any of its respective Affiliates becomes aware or (B) of the receipt by Parent or Merger Sub or any of their respective Affiliates of any written notice or other written communication from any Financing Source with respect to any (1) actual material breach, default, termination or repudiation by any party to the Financing Instruments or any definitive agreements related to the Financing of any provisions of the Financing Instruments or such definitive agreements that would reasonably be expected to prevent or delay the Closing or (2) the occurrence of an event or development resulting in Parent no longer believing in good faith that it will be able to obtain, substantially concurrently with or prior to the Closing, all or any portion of the Financing on the terms, in the manner or from the sources contemplated by any of the Financing Instruments or Definitive Financing Agreements. Parent must provide any information reasonably requested by the Company relating to any of the circumstances referred to in the previous sentence as soon as reasonably practical (but in any event with two Business Days) after the date that the Company delivers a written request therefor to Parent. (d) If any portion of the Financing necessary to fund the Required Amount becomes unavailable on the terms and conditions (including the “flex” provisions) contemplated in the Financing Instruments, then Parent will use its reasonable best efforts to arrange, as promptly as practicable following the occurrence of such event, (i) alternative financing from alternative sources on terms and conditions (including the “flex” provisions) not materially less favorable (taken as a whole) to Parent and Merger Sub than those contained in the Financing Instruments and any Fee Letters (after taking into account any “flex” provisions included in any related Fee Letter) in an amount sufficient, together with any cash on hand, to satisfy the Required Amount, which terms shall not in any respect impose new or additional or otherwise expand, amend or modify conditions to the funding of Financing that taken as a whole would reasonably be expected to reduce the likelihood that the alternative financing would be funded in any material respect (the “Alternate Financing”) and (ii) one or more new financing commitment letters or definitive financing agreements with respect to such Alternate Financing (the “New Commitment Letters”), which New Commitment Letters will replace the existing Financing Instruments in whole or in part. Parent will promptly provide a copy of any New Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other economic terms therein redacted in a manner consistent with the Fee Letters delivered on the date hereof). In the event that any New Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Instruments” will

59 WEIL 97824360V.14 be deemed to include the Financing Instrument to the extent not superseded by a New Commitment Letter at the time in question and any New Commitment Letters to the extent then in effect and (B) any reference in this Agreement to the “Financing” will mean the financing contemplated by the Financing Instruments as modified pursuant to the foregoing. (e) Parent and Merger Sub shall cooperate with the Company to take any actions that may reasonably be required to effectuate the payoff of any Indebtedness that is contemplated to be repaid at the Closing and the release of any related Liens in connection therewith. 7.4 Joinder Agreement. Parent shall, no later than one (1) Business Day following the date hereof, take all actions necessary to form Merger Sub by filing a certificate of incorporation with the Secretary of State of the State of Delaware. Immediately following such formation, Parent shall cause the board of directors of Merger Sub to (a) approve the execution and delivery of, and Merger Sub’s performance under, this Agreement by executing and delivering the Joinder Agreement, and (b) resolve that the transactions contemplated by this Agreement (including the Acquisition and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the DGCL) are advisable and in the best interests of Parent, its sole stockholder. On the date that is one (1) Business Day following the date hereof, Parent shall cause Merger Sub to execute and deliver the Joinder Agreement, upon which Merger Sub shall become a party to and be bound by the terms of this Agreement in all respects, as if it were a party hereto on the date hereof, except that all representations and warranties to be made by Merger Sub on the date hereof pursuant to Article V shall be made effective as of the Joinder Agreement Effective Date. ARTICLE VIII CONDITIONS PRECEDENT TO THE CLOSING 8.1 Conditions Precedent to Each Party’s Obligations. The respective obligations of each Party to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the Party whose obligations to consummate the transactions contemplated hereby are subject thereto: (a) No Legal Prohibition; No Pending Governmental Legal Proceeding. No statute, rule, regulation, action, suit, proceeding, ruling, consent, decree, judgment, injunction or Order shall be enacted, promulgated, instituted, entered (and not withdrawn) or enforced by any court or other Governmental Authority which seeks to enjoin, or prohibits the consummation by such Party of, the Acquisition; and no Legal Proceeding commenced by a Governmental Authority and seeking any of the foregoing shall be pending. (b) HSR Act. The applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated. (c) Amazon ROFO. Prior to Closing, either (i) Amazon and Dorner Manufacturing shall have executed and delivered a waiver (or similar) agreement (on terms reasonably satisfactory), pursuant to which Amazon shall have waived its rights in respect of the Amazon ROFO (the “Amazon Waiver”), or (ii) following receipt of the Offer Notice, Amazon shall have declined or otherwise failed to exercise the Amazon ROFO during the 45-day exercise period contemplated by the Amazon ROFO.

60 WEIL 97824360V.14 8.2 Conditions Precedent to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of Parent: (a) Accuracy of Representations and Warranties. (i) Each of the representations and warranties of the Company contained in Sections 4.1, 4.2 and 4.3(a) shall be true and correct in all respects, other than de minimis inaccuracies, and (ii) each of the representations and warranties of the Company contained in ARTICLE IV other than those listed in clause (i) of this Section 8.2(a) (without giving effect to any “materiality” or Material Adverse Effect qualification or exception contained therein) shall be true and correct in all respects, in each case as of the date hereof and as of the Closing with the same force and effect as though made on and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need be accurate only as of such date or with respect to such period), except, in the case of clause (ii) of this Section 8.2(a), where the failure of such representations and warranties to be so true and correct does not have a Material Adverse Effect. (b) Performance of Covenants. The Company shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing. (c) Closing Deliverables. Parent shall have received at the Closing (i) a certificate from the Company, dated as of the Closing Date and executed by the Company, certifying the Company’s fulfillment of the conditions set forth in Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(b), and (ii) all other documents and certificates required to be delivered by the Company pursuant to Section 9.1. (d) Material Adverse Effect. From the date of this Agreement until the Closing, there shall not have been a Material Adverse Effect. 8.3 Conditions Precedent to Obligations of the Company. The obligations of the Company under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing at the option of the Company: (a) Accuracy of Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in ARTICLE V of this Agreement shall be true and correct in all material respects as of the Closing with the same force and effect as though made on and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need be accurate only as of such date or with respect to such period). (b) Performance of Covenants. Parent and Merger Sub shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by Parent or Merger Sub on or prior to the Closing. (c) Closing Deliverables. The Company shall have received at the Closing (i) a certificate from Parent and Merger Sub dated as of the Closing Date and executed by Parent and Merger Sub, certifying the fulfillment of the conditions set forth in Section 8.3(a) and Section 8.3(b) and (ii) all other documents and certificates required to be delivered by Parent pursuant to Section 9.2.

61 WEIL 97824360V.14 ARTICLE IX CLOSING 9.1 Deliveries by the Company. At or prior to the Closing, the Company shall deliver or cause to be delivered to Parent: (a) Board Resolutions. A copy of the resolutions of the board of directors of the Company, duly and validly adopted and in full force and effect, authorizing execution and delivery of this Agreement and performance by the Company of the transactions contemplated hereby; (b) Requisite Stockholder Consent. A copy of the Requisite Stockholder Approvals required by Section 6.6; (c) Certificates. The certificate required by Section 8.2(c); (d) Escrow Agreement. The Escrow Agreement duly executed by the Representative; (e) Tax Certificates. Either an IRS Form W-9 of the Representative or certificate from the Representative in form and substance as described in the Treasury Regulations promulgated under Code Section 1445 stating that the Representative is not a “foreign person” within the meaning of Code Section 897 and Treasury Regulation Section 1.1445-2(b); provided, however, that, in the event the Representative fails to deliver either certification listed in this Section 9.1(e), the sole recourse of Parent shall be to withhold on payments of Merger Consideration to the extent required by law; (f) Option Cash-Out and Release Agreements. Option cancellation and release agreements duly executed by each Company Optionholder, in a form reasonably acceptable to Parent, in connection with the receipt of Option Consideration by each such Person pursuant to Section 3.2(c) hereof; (g) Termination of Engagement of Broker. Evidence reasonably satisfactory to Parent of the termination of both William Blair & Company, L.L.C. and Robert W. Baird & Co.’s engagement with the Group Companies; (h) Termination of Affiliate Contracts. Evidence reasonably satisfactory to Parent of the termination of any Contract set forth on Schedule 4.13(b); (i) Payoff Letters. Fully executed payoff letters with respect to the Indebtedness listed on Schedule 9.1(i) hereto and the release of the liens relating thereto (“Payoff Letters”); and (j) Certificate of Good Standing. Certificates of Good Standing, or equivalent in the relevant jurisdiction, dated not more than five (5) days prior to the Closing, with respect to the Company and its Subsidiaries, issued by the Secretary of State of the State of the applicable state of organization and by the Secretary of State of each jurisdiction in which the Company and its Subsidiaries is qualified to do business as a foreign entity, as applicable. 9.2 Deliveries by Parent and Merger Sub. At the Closing, Parent will deliver or cause to be delivered to the Company:

62 WEIL 97824360V.14 (a) Merger Consideration. Payment of the Merger Consideration and other amounts as provided in ARTICLE III; (b) Board Resolutions. A copy of the resolutions of the board of directors, as applicable, of the Parent and Merger Sub, each certified by its secretary as having been duly and validly adopted and as being in full force and effect, authorizing execution and delivery of this Agreement and performance by Parent or Merger Sub of the transactions contemplated hereby; (c) Equityholder Consent. A copy of the written consents of the holder(s) of all the shares of capital stock in Merger Sub, such consents duly and validly adopted and in full force and effect, approving this Agreement and the transactions contemplated hereby, in each case, in accordance with the Governing Documents of such entity and the DGCL; (d) Certificates. The certificates required by Section 8.3(c); and (e) Escrow Agreement. The Escrow Agreement duly executed by Parent. ARTICLE X POST CLOSING COVENANTS 10.1 Tax Matters. (a) Tax Returns of the Company. (i) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for any Pre-Closing Tax Period or Straddle Period that are due following the Closing Date (taking into account applicable extensions). All such Tax Returns shall be prepared in a manner consistent with past practice unless otherwise required by applicable Law. In the case of income Tax Returns filed on an annual basis, Parent shall provide the Representative with copies of all such Tax Returns no later than thirty (30) days prior to the due date for filing thereof (including applicable extensions) for the Representative’s review and shall consider in good faith any of Representative’s reasonable comments. (ii) Parent shall cause the Company’s taxable year to close as of the Closing Date for federal income Tax purposes and, to the extent permitted by Law, applicable state Tax purposes. (iii) Any Tax deductions relating to Transaction Expenses or otherwise arising in connection with the transaction hereby shall be allocated to the Pre-Closing Tax Period of the Group Companies that ends on the Closing Date and the pre-Closing portion of any Straddle Period, including for purposes of calculating the Tax Liability Amount, to the fullest extent permitted by Law; provided that, in connection with the foregoing, Parent shall cause the Group Companies, as applicable, to make an election under Revenue Procedure 2011-29, 2011-18 IRB, to treat 70% of any success-based fees that were paid by or on behalf of the Group Companies as an amount that did not facilitate the transactions contemplated under this Agreement. (iv) To the extent such amounts did not reduce the Tax Liability Amount or otherwise operate to increase the Merger Consideration, any refunds of income Taxes (or similar credit or offset against income Taxes) with respect to any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) of the Group Companies that are

63 WEIL 97824360V.14 received by Parent or any of its Affiliates (including the Group Companies after the Closing) after the Closing Date (any such refund, a “Pre-Closing Tax Refund”), shall be for the account of the Company Equityholders, provided that Company Equityholders shall not be entitled to any such Pre-Closing Tax Refund to the extent that such Pre-Closing Tax Refunds result from a loss carry- back from a Post-Closing Tax Period if such loss carry-back is attributable to a loss occurring in a Post-Closing Tax Period. Parent shall pay over any such Pre-Closing Tax Refund to the Payments Administrator for further distribution to the Company Equityholders in accordance with the Consideration Schedule within ten (10) Business Days after its receipt thereof. Unless Parent reasonably determines that any of the following is inconsistent with applicable Law or will adversely impact the Taxes of Parent, any of the Group Companies, or any of their Affiliates for a Post-Closing Tax Period, Parent shall cooperate with the Representative in obtaining such refunds, it being understood that (x) any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities, (y) Parent and the Group Companies shall cooperate with the Representative to claim any such Pre-Closing Tax Refunds, and (z) Parent shall cause the Group Companies to carry back items of loss, deduction or credit from any Pre-Closing Tax Period (and the pre-Closing portion of any Straddle Period) to prior taxable years to the fullest extent permitted by Law. (v) Unless (A) failure to do so could reasonably be expected to result in criminal or civil penalties for Parent or any of the Group Companies, or (B) otherwise required by applicable Law, without the prior written consent of the Representative (which shall not be unreasonably withheld, conditioned or delayed), neither Parent nor any of its Affiliates (including the Group Companies after the Closing) shall make or change any tax election, adopt or change any accounting method, amend any Tax Return, file any Tax Return in a jurisdiction where the Company did not file Tax Returns prior to the Closing Date, initiate any voluntary contact with any Taxing Authority, settle or compromise any Tax claim, audit, or proceeding, or surrender any right to claim a refund of Taxes for a Pre-Closing Tax Period or Straddle Period or if such action could increase the Tax Liability Amount or impact any amounts to which the Company Equityholders may be entitled to hereunder. (vi) None of Parent, the Company or any of their Affiliates shall make any election under Section 336 or Section 338 of the Code with respect to the transactions contemplated by this Agreement. (vii) For all purposes under this Agreement, in the case of any real property, personal property, ad valorem or other Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Any such Taxes that are not allocated to the Pre-Closing Tax Period shall be allocated to the Post-Closing Tax Period. In the case of any other Taxes for a Straddle Period, the allocation of such Taxes between the Pre-Closing Tax Period and the Post-Closing Tax Period shall be made on the basis of an interim closing of the books as of close of business on the Closing Date, provided, however, that any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning on the day after the Closing Date. (b) Transfer Taxes. All federal, state, local, foreign and other transfer, sales, use, gross receipts, gains, real property transfer, excise, stamp, conveyance and similar Taxes applicable to, imposed upon or arising out of the transactions contemplated hereby shall be borne by Parent. Parent shall

64 WEIL 97824360V.14 file at its own expense all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, the Parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. Parent shall indemnify and hold the Company Equityholders and the Representative harmless from such taxes to the extent imposed on the Equityholders or the Representative. The Representative shall reasonably cooperate with the Parent in preparing and filing any such Tax Returns or other documentation. 10.2 Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Parent shall not, and shall cause the Company not to, amend, alter, repeal or modify any provision in the Governing Documents of the Company relating to the exculpation or indemnification of any officers, managers and directors in any way that diminishes or adversely affects the indemnification or exculpation provided therein (unless required by Law), it being the intent of the Parties that the officers, managers and directors of the Company who were officers, managers and directors at any time prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent provided for under applicable Law and the Governing Documents of the Company, as applicable, as of immediately prior to the Closing. (b) At the Closing, the Company shall, and shall cause each Surviving Group Company, to at Parent’s expense, obtain, maintain and fully pay for a six-year extended reporting period from the Closing Date with Arch Insurance Company on policy number PCD1000182-03. Should such an extended reporting period not be available with Arch Insurance Company, the Company shall obtain such tail coverage as may be commercially available, insuring each officer, manager and director of each Group Company (each a “D&O Indemnified Person”) as direct beneficiaries, from an insurance carrier with an AM Best Financial Strength Rating of “A.” Parent shall not, and shall cause the Surviving Group Companies not to, cancel or change such insurance policies in any respect. The cost of the foregoing tail policy shall not exceed 300% of the annual premium of the Arch Insurance Company policy described above. (c) Notwithstanding anything contained in this Section 10.2 or in the Governing Documents of any Group Company, no D&O Indemnified Person will have any right of indemnification or right of exculpation from Parent, the Surviving Group Companies or their Affiliates or successors pursuant to this Section 10.2 with respect to any losses recoverable by Parent or any of its Affiliates from such Person based on a claim of Fraud in connection with this Agreement or any Ancillary Transaction Documents. (d) In the event Parent, any Surviving Group Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Parent or such Surviving Group Company, as the case may be, shall assume the obligations set forth in this Section 10.2. The provisions of this Section 10.2 shall survive the consummation of the Merger and are expressly intended to benefit each of the D&O Indemnified Persons. 10.3 Employee Matters. (a) For a period of twelve (12) months following the Closing, Parent shall provide, or shall cause to be provided, to each Continuing Employee, (i) annual base salary and base wages, incentive compensation opportunities (excluding equity-based compensation), commission opportunities, in each case, that are no less favorable than such annual base salary, and base wages, incentive

65 WEIL 97824360V.14 compensation opportunities (excluding equity-based compensation), commission opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) severance benefits that are substantially comparable in the aggregate to severance benefits provided to such Continuing Employee immediately prior to the Closing, and (iii) employee welfare and retirement benefits that are substantially comparable in the aggregate to the employee welfare and retirement benefits provided to such Continuing Employee immediately prior to the Closing. (b) For purposes of participation of Continuing Employees in a retirement or health or welfare benefit plan of Parent or its Affiliates (including the Surviving Group Companies) (a “Parent Benefit Plan”), each Continuing Employee shall be credited with all years of service for which such Continuing Employee was, or would have been, credited before the Closing Date under any similar or analogous Employee Benefit Plans; provided, however, that in no event shall such Continuing Employees be entitled to service credit to the extent that such service credit would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, if Parent or its Affiliates terminate an Employee Benefit Plan, Parent or its Affiliates shall use commercially reasonable efforts to cause, with respect to its replacement Parent Benefit Plan: (i) each eligible Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Benefit Plans; (ii) for purposes of each Parent Benefit Plan providing health or welfare benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan to be waived for such Continuing Employee and his or her dependents or beneficiaries to the extent waived for such person under the analogous Employee Benefit Plan as of the Effective Time; and (iii) any eligible expenses incurred by such Continuing Employee and his or her covered dependents under an Employee Benefit Plan which is a welfare plan during the portion of the plan year of the Employee Benefit Plan ending on the date such Continuing Employee’s participation in the corresponding Parent Benefit Plan begins to be taken into account under such Parent Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such year as if such amounts had been paid in accordance with such Parent Benefit Plan. (c) Within forty-five days following the Closing Date, Parent shall cause the Company (or another Group Company) to pay the Transaction Bonuses, less applicable withholding and payroll taxes, to the intended recipients pursuant to the Transaction Bonus Letters. The terms of such Transaction Bonuses shall provide that the Transaction Bonuses shall be subject to each such recipient’s continued employment with the Company (or an Affiliate thereof) through date on which the Transaction Bonuses are paid pursuant to this Section 10.3(c). (d) The provisions of this Section 10.3 are solely for the benefit of the Parties hereto, and shall not confer upon any Person any third-party beneficiary rights. Nothing contained in this Section 10.3, whether express or implied: (i) shall be treated as establishing, amending or modifying for any purpose any Employee Benefit Plan or Parent Benefit Plan; (ii) shall alter or limit the ability of any Party hereto or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them; or (iii) is intended to confer upon any current or former employee of a Group Company or any other Person any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment. 10.4 Certain Consents. Each of Parent and Merger Sub hereby acknowledge and agrees, on each of its behalf and on behalf of its Affiliates, that certain consents to the transactions contemplated by this Agreement may be required from parties to Contracts to which a Group Company is a party (including any Material Contract) and that such consents have not been obtained and may not be obtained. Parent and Merger Sub acknowledges and agrees, on each of its behalf and on behalf of its Affiliates, that

66 WEIL 97824360V.14 none of the Group Companies, any Company Equityholders or any of their respective Affiliates shall have any liability whatsoever to Parent, Merger Sub or any of their respective Affiliates (and neither Parent, Merger Sub, nor any of their respective Affiliates shall be entitled to assert any claims) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of or loss of right under any such Contract as a result thereof. Further, Parent and Merger Sub acknowledges and agrees, on each of its behalf and on behalf of its Affiliates, that no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of any Parent will be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination or loss of right or any action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of right. In addition, nothing herein shall obligate or be construed to obligate the Company Equityholders, the Company or any of their respective Affiliates to (i) make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Contract, or (ii) expend any money to remedy any breach of any representation or warranty hereunder, to commence any Legal Proceeding, to waive or surrender any right, to modify any Contract, to offer or grant any accommodation or concession (financial or otherwise) to any third party or to otherwise suffer any detriment, to obtain any consent required for the consummation of the transactions contemplated hereby, to waive or forego any right, remedy or condition hereunder. 10.5 Release. Effective as of the Closing, each Company Equityholder (on behalf of itself and its controlled Affiliates and Subsidiaries (including the Group Companies)) hereby irrevocably and unconditionally releases, remises and forever discharges Parent, any Group Company, their Affiliates and their respective members, managers, officers, directors, stockholders, partners, employees, agents and attorneys, and each of them (collectively, the “Parent Released Parties”), from any and all rights, claims, and Proceedings (whether known or unknown, liquidated or contingent and whether arising in Law, in equity or otherwise) that it has had or now has and irrevocably covenants not to bring or threaten to bring, directly or indirectly, or otherwise join in any claim (including claims of contribution) or Legal Proceeding against any of the Parent Released Parties relating to, arising out of or in connection with any facts or circumstances relating to any of the Group Companies which existed on or prior to the Closing Date; provided, however, that the foregoing shall not apply to any claim specifically provided for under this Agreement or the Letter of Transmittal or with respect to any Parent Released Parties, any other Ancillary Transaction Document to which any such Parent Released Party is a party. The Company Equityholders each acknowledge that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Equityholder acknowledges that such provisions are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, each Company Equityholder agrees, on behalf of itself and its Affiliates, that, effective as of the Closing Date, such Company Equityholder, on behalf of itself and its Affiliates, shall be deemed to waive any such provision. Each Company Equityholder represents to Parent that such party has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any claim against any Parent Released Party and notwithstanding anything to the contrary in the Letter of Transmittal, no such assignment or transfer shall be permitted and any purported assignment or transfer shall be legally ineffective. 10.6 Confidentiality. Each Company Equityholder acknowledges that the success of the Group Companies after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by such Company Equityholder, that the preservation of the confidentiality of such information by the Company Equityholders is an essential premise of the bargain between the

67 WEIL 97824360V.14 Stockholders, on the one hand, and Parent, on the other hand, and that Parent would be unwilling to enter into this Agreement in the absence of this Section 10.6. Accordingly, during the period beginning on the Closing Date and ending on the third (3rd) anniversary thereof, each Company Equityholder agrees not to, and shall direct its controlled Affiliates not to, disclose or use, directly or indirectly, without the prior written consent of Parent, any information concerning the businesses and affairs of the Company or any of its Subsidiaries (“Confidential Information”); provided, however, that Confidential Information shall not include (i) information now, or which hereafter becomes, generally known or readily available to the public or (ii) information that becomes available to a Company Equityholder on a non-confidential basis from a Person that such Company Equityholder does not know to be subject to an obligation to protect the confidentiality of such information. Notwithstanding anything to the contrary, each Company Equityholder and its controlled Affiliates may disclose this Agreement, the Letter of Transmittal, the Ancillary Transaction Documents and its and their terms and conditions (i) to the extent required pursuant to any applicable Law or other legal or regulatory process (in which case such Company Equityholder will inform Parent in writing of such request or obligation as promptly as practical after the Company Equityholder is informed of it and, if possible, before any information is disclosed, so that Parent may seek, at its sole cost and expense, a protective order or other appropriate remedy) and (ii) to its limited partners, advisors, members or other investors or potential investors (subject to customary confidentiality obligations) in connection with its fundraising, marketing or investing activities, or operations of its investment and management businesses in the ordinary course of business. Parent acknowledges and agrees that certain officers, directors, and employees of those controlled Affiliates and portfolio companies of certain Company Equityholders who serve on the board of directors (or similar governing body) of one or more of such entities may also serve as a representative of such Company Equityholder in another position or role (a “Dual Representative”) and no such entities will be deemed to have received such Confidential Information solely as a result of any such Person holding any such position or role; provided, that for the avoidance of doubt, such Dual Representative has not disclosed Confidential Information to such entities in such capacity. ARTICLE XI TERMINATION 11.1 Termination of Agreement. Certain of the Parties may terminate this Agreement as provided below: (a) Parent and the Company may terminate this Agreement by mutual written consent at any time prior to the Closing. (b) Parent or the Company may terminate this Agreement by written notice to the other Party prior to the Closing, if: (i) the Merger has not been consummated on or before April 30, 2021 (the “End Date”); provided, that neither Parent nor the Company will be entitled to terminate this Agreement pursuant to this Section 11.1(b)(i) if such Party’s breach of this Agreement has hindered the consummation of the transactions contemplated by this Agreement on or prior to the End Date; and provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 11.1(b)(i) if the Company is pursuing specific performance of, or other equitable remedies with respect to, Parent’s obligation to consummate the Closing; provided, further, that the End Date shall be automatically extended on a day-for-day basis for each day of any delay to the applicable waiting or review periods, or any extension thereof, by any Governmental Authority (including any specific request from any Governmental Authority to delay filings or for additional time to review the transactions contemplated hereby) arising or resulting from any local, national

68 WEIL 97824360V.14 or international shutdown, lockdown or other event, development or occurrence related to the COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof) or any other epidemic, pandemic, public health emergency or disease outbreak; or (ii) (A) there shall be any Law that shall make illegal the consummation of the Acquisition or (B) a Governmental Authority shall have enacted, issued, promulgated or entered an Order or injunction prohibiting, enjoining or restraining the Merger and such order or injunction shall have become final and non-appealable. (c) Parent may terminate this Agreement by giving written notice to the Company at any time prior to the Closing if (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that causes or would reasonably be expected to cause any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied at Closing and (ii) such breach is incapable of being cured or, if curable, is not cured by the Company by the earlier of (A) the End Date and (B) within ten (10) Business Days after giving the Company written notice of such breach or failure; provided that, at the time of such termination, neither Parent nor Merger Sub shall be in breach of this Agreement so as to cause a condition to Closing set forth in Section 8.1 or Section 8.3 to fail to be satisfied. (d) The Company may terminate this Agreement by giving written notice to Parent at any time prior to the Closing if (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent or Merger Sub set forth in this Agreement shall have occurred that causes or would reasonably be expected to cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied at Closing and (ii) such breach is incapable of being cured or, if curable, is not cured by Parent or Merger Sub by the earlier of (A) the End Date and (B) within ten (10) Business Days after giving Parent written notice of such breach or failure; provided that, at the time of such termination, the Company shall not be in breach of this Agreement so as to cause a condition to Closing set forth in Section 8.1 or Section 8.2 to fail to be satisfied. (e) The Company may terminate this Agreement by giving written notice to Parent at any time prior to the Closing if (i) all of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement set forth in Section 8.1 and Section 8.2 were satisfied or waived as of the date the Closing should have been consummated pursuant to the terms of this Agreement (other than those conditions that by their terms are to be satisfied by actions taken at the Closing), and (ii) Parent fails to consummate the Closing pursuant to Section 2.2 by the later of (A) the date the Closing should have been consummated pursuant to Section 2.2 and (B) two (2) Business Days after giving Parent irrevocable confirmation that the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement set forth in Section 8.1 and Section 8.3 have been satisfied or that the Company is willing to waive such unsatisfied conditions and that the Company is ready, willing and able to consummate the Closing. (f) Parent may terminate this Agreement by giving written notice to the Company if the Requisite Stockholder Approvals are not delivered within one (1) Business Day following the date of this Agreement. (g) Parent may terminate this Agreement by giving written notice to the Company if Amazon exercises the Amazon ROFO. 11.2 Effect of Termination.

69 WEIL 97824360V.14 (a) In the event of the termination of this Agreement by either Parent or the Company in accordance herewith, the provisions of this Agreement will immediately become void and of no further force or effect (other than this Section 11.2 and ARTICLE XII hereof, which will survive the termination of this Agreement in accordance with their terms); provided, however, that (a) the last sentence of Section 6.4 above, and the Confidentiality Agreement referred to therein, will survive the termination of this Agreement for a period of three (3) years following the date of such termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement term will be automatically amended to be extended until the end of such three (3) year period), and (b) the last two (2) sentences of Section 7.1(b) and Section 12.15 shall survive any such termination and shall remain in full force and effect. Subject to Section 11.2(b), nothing herein will relieve any Party (other than the Representative) from any liability, damages or obligations to any other Party for Fraud or any willful and material breach by such Party of its representations, warranties, covenants or agreements set forth in this Agreement occurring prior to such termination. For purposes of this Agreement, “willful and material breach” shall mean a deliberate act or a deliberate failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement, regardless of whether breaching was the conscious object of the act or failure to act, and shall include any failure of Parent or Merger Sub to consummate the transactions contemplated by this Agreement in accordance herewith when obligated to do so. Subject to Section 12.14, nothing in this Article XI will be deemed to impair, limit or otherwise restrict the right of any Party to compel specific performance or other equitable remedies by another Party of its obligations under this Agreement. (b) Subject to Section 12.14 and Section 11.2(c), the parties hereto acknowledge and agree that in the event that specific performance of this Agreement is not available pursuant to Section 12.14, and this Agreement is terminated by (i) Parent pursuant to Section 11.1(b)(i) at a time when the Company could terminate this Agreement pursuant to Section 11.1(d) or Section 11.1(e) or (ii) the Company pursuant to Section 11.1(d) or Section 11.1(e) (each, an “Eligible Termination”), at the request of the Company any time within twenty (20) days of such termination, Parent will pay to the Company the amount of $33,950,000.00 (the “Termination Fee”) in immediately available funds within five (5) Business Days of the date of such request to a bank account designated in writing by the Company; provided, that if following any Eligible Termination the Company, at its sole election, may specify in writing to Parent within twenty (20) days of such Eligible Termination that it irrevocably waives the Termination Fee and shall instead pursue monetary damages, the Company shall no longer be entitled to receive the Termination Fee under any and all circumstances (and will return the Termination Fee to Parent but only to the extent actually received), and solely in such case following an Eligible Termination, the Company may seek damages in accordance with Section 11.2(a), provided that, notwithstanding anything to the contrary, in no event shall a Party’s total liability for a claim for a willful and material breach be in excess of $48,500,000.00. Notwithstanding anything to the contrary in this Agreement, but subject to Section 12.14, if the Company elects to receive, and does receive, the Termination Fee or monetary damages, as applicable, from Parent pursuant to and in accordance with this Section 11.2(b), the Termination Fee or such monetary damages, as applicable, shall be the sole and exclusive remedy of the Company against Parent for any loss, cost, liability or expense relating to or arising out of this Agreement, any agreement entered into in connection herewith, or the transactions contemplated hereby, including any breach or default under this Agreement by Parent or Merger Sub. In no event shall the Company be entitled to receive both specific performance to consummate the Closing in accordance with Section 12.14, on the one hand, and either the Termination Fee or monetary damages in accordance with Section 11.2(a), on the other hand. (c) The parties hereto acknowledge and agree that in the event that the Agreement is terminated (i) by Parent or Company pursuant to Section 11.1(b)(i) solely as a result of the failure of the condition set forth in Section 8.1(c) to be satisfied on or prior to the End Date, or (ii) by Parent pursuant to Section 11.1(g), the Company shall, within five (5) Business Days of delivery by Parent of

70 WEIL 97824360V.14 written notice of termination pursuant to Section 11.1(b)(i) or Section 11.1(g) and delivery of invoices for all such fees, reimburse Parent for all reasonable, documented and out-of-pocket fees incurred by Parent in connection with the evaluation, negotiation and consummation of the transactions contemplated by this Agreement prior to the End Date; provided, that in no event shall such reimbursement of fees exceed $7,500,000, in the aggregate. (d) Parent, on the one hand, and the Company and Representative, on the other hand, acknowledge and agree that the agreements contained in this Section 11.2 are an integral part of the transactions contemplated by this Agreement, and that, without such agreements, they would not enter into this Agreement. Each of Parent, on the one hand, and the Company and Representative, on the other hand, acknowledges and agrees that any Termination Fee payable by Parent pursuant to Section 11.2(b) is not a penalty, but is liquidated damages in a reasonable amount that solely, in the event the Company collects the Termination Fee in lieu of the alternatives contemplated by Section 11.2(b) or Section 12.14, will compensate the Company for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the expectation of the consummation of the transactions contemplated hereby. ARTICLE XII MISCELLANEOUS 12.1 Expenses. Except as otherwise expressly provided in this Agreement, each of Parent, Merger Sub, the Company and the Representative will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby; provided, however, that in the event the Merger is consummated, the costs and expenses (including legal fees and expenses) of the Group Companies and the Representative incurred on behalf of the Company Equityholders in connection with this Agreement and the transactions contemplated hereby will constitute part of the Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, Parent shall be solely responsible for paying (a) all premiums, underwriting fees, brokers’ commissions and other costs and expenses associated with or payable in connection with pursuing and obtaining coverage under the R&W Insurance Policy, (b) the HSR Fees, (c) the cost of the “tail” policy to be acquired by Parent pursuant to Section 10.2(b); (d) all fees and expenses of the Payments Administrator, and (e) all fees and expenses of the Escrow Agent. 12.2 No Third Party Beneficiaries. Except as otherwise set forth in the last sentence of Section 3.3(c), Section 10.1(b), Section 10.2, this Section 12.2, Section 12.9, Section 12.16 and Section 12.17, this Agreement and its provisions are for the sole benefit of the Parties to this Agreement, Company Equityholders and the D&O Indemnified Persons and their respective successors and permitted assigns and shall not confer any rights or remedies upon any other Person. Notwithstanding the foregoing, the Financing Sources are direct third party beneficiaries of Section 12.8, Section 12.10, Section 12.14 and Section 12.17. 12.3 Entire Agreement. This Agreement, including the Joinder Agreement and the Schedules and Exhibits hereto, the Escrow Agreement, the Payments Agreement and the other Ancillary Transaction Documents and the other documents referred to herein, constitute the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. 12.4 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written

71 WEIL 97824360V.14 approval of Parent, the Representative and the Company; provided, however, that in the case of Fraud, Parent may assign its rights hereunder without the prior written approval of any other Party to the insurer under the R&W Insurance Policy; provided, further, that (a) Parent or Merger Sub may assign any or all of its rights and obligations hereunder to one or more of its Affiliates, and (b) Parent or Merger Sub may grant a security interest in any or all of its rights and obligations to any Financing Source as collateral in connection with the Financing. 12.5 Counterparts. This Agreement may be executed in counterparts (including by means of electronic transmission), each of which shall be deemed an original but all of which together will constitute one and the same instrument. 12.6 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Notices. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iii) if sent by electronic mail when transmitted, in each case addressed to the intended recipient as set forth below: (a) If to Parent, Merger Sub or a Surviving Group Company, addressed to it at: Columbus McKinnon Corporation Legal Department 205 Crosspoint Parkway Getzville, New York 14068 Email: alan.korman@cmworks.com Attention: General Counsel With a copy to (which shall not constitute notice): DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, NY 10020 Attention: James L. Kelly Ilya A. Bubel Email: james.kelly@us.dlapiper.com ilya.bubel@us.dlapiper.com (b) If to a Group Company (in each case prior to the Closing), addressed to it at: Precision Blocker, Inc. c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, New York 10036 Attention: Kasper Knokgaard Email: kasper.knokgaard@eqtpartners.com With copies (which shall not constitute notice) to:

72 WEIL 97824360V.14 Weil, Gotshal & Manges LLP 100 Federal Street, 34th Floor Boston, Massachusetts 02110 Attention: Ramona Nee and Jenna McBain Email: Ramona.Nee@weil.com and Jenna.McBain@weil.com (c) If to the Representative, addressed to it at: Precision TopCo LP c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, New York 10036 Attention: Kasper Knokgaard Email: kasper.knokgaard@eqtpartners.com With copies (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 100 Federal Street, 34th Floor Boston, Massachusetts 02110 Attention: Ramona Nee and Jenna McBain Email: Ramona.Nee@weil.com and Jenna.McBain@weil.com Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Section 12.7. 12.8 Governing Law; Waiver of Jury Trial. (a) This Agreement and any controversy, dispute or claim arising hereunder or related hereto (whether by contract, tort or otherwise) shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware and without regard to any borrowing statute that would result in the application of the statutes of limitations or repose of any other jurisdiction. In furtherance of the foregoing, the laws of the State of Delaware will control even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive or procedural law of some other jurisdiction would ordinarily or necessarily apply. The Company (on behalf of itself and each subsidiary) and each of the other parties agree that any claim, controversy or dispute any kind or nature (whether based upon contract, tort or otherwise) against a Financing Source that is in any way related to this Agreement, the Merger or any of the other transactions, including any dispute arising out of or relating in any way to the Financing shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles that would result in the application of the Law of any other state, except as otherwise explicitly set forth in the Financing Instruments. (b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER AGREEMENTS CONTEMPLATED HEREBY OR THE FINANCING OR OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,

73 WEIL 97824360V.14 AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.8. (c) The Parties to this Agreement submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware and any federal appellate court therefrom) in respect of the interpretation and enforcement of the provisions of this Agreement and any related agreement, certificate or other document delivered in connection herewith and by this Agreement waive, and agree not to assert, any defense in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other document delivered in connection herewith that they are not subject to such jurisdiction or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts, that the action is brought in an inconvenient forum, or that the venue of the action is improper. (d) Each Party agrees that service in person or by certified or by nationally recognized overnight courier to its address set forth in Section 12.7 shall constitute valid in personam service upon such Party and its successors and assigns in any proceeding commenced pursuant to this Section 12.8. Each Party hereby acknowledges that this is a commercial transaction, that the foregoing provisions for service of process and waiver of jury trial have been read, understood and voluntarily agreed to by each Party and that by agreeing to such provisions each Party is waiving important legal rights. 12.9 Survival. (a) All representations, warranties, covenants and agreements contained in this Agreement, the Ancillary Transaction Documents or any other agreement delivered pursuant to this Agreement will not survive beyond the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto, and there will be no liability in respect thereof, whether such liability has accrued prior to, on or after the Closing, except that any covenant or agreement contained in this Agreement which by its terms is to be performed following the Closing shall in respect of performance after Closing survive in accordance with its terms and then terminate. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. (b) Parent, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Surviving Group Companies), and any of its and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (including Parent, each, a “Waiving Party”), acknowledges and agrees that, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have (other than any rights, claims and causes of action under this Agreement, any Ancillary Transaction Document, or any other ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith) against any Company Equityholder or the Company relating to the business conducted by any Group Company, the operation of any Group Company, or their respective businesses or relating to the subject matter of this Agreement or any Exhibit or the Schedules hereto, or any Ancillary Transaction Document or any other ancillary agreement, certificate or other document entered into, made, delivered, or made

74 WEIL 97824360V.14 available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, whether arising under, or based upon, any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived by the Waiving Parties. Furthermore, without limiting the generality of this Section 12.9, no claim will be brought or maintained by, or on behalf of, Parent or any other Waiving Party (including, after the Closing, the Surviving Group Companies) against any Company Equityholder or the Company, and no recourse will be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties or covenants of the Company or any other Person set forth or contained in this Agreement or any Exhibit or Schedules hereto, or any Ancillary Transaction Document or any other ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby. Parent, on its own behalf and on behalf of each Waiving Party, acknowledges and agrees that the Waiving Parties may not avoid such limitation on liability by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (ii) asserting or threatening any claim against any Person that is not a Party hereto (or a successor to a Party hereto) for breaches of the representations, warranties, covenants or agreements contained in this Agreement. The Parties hereto acknowledge and agree that the limits imposed on the Waiving Parties’ remedies with respect to this Agreement and the transactions contemplated hereby were bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid by Parent and Merger Sub hereunder. (c) For the avoidance of doubt, this Section 12.9 shall not limit any claims for Fraud or for any breach of covenants of any Company Equityholder or its Affiliates pursuant to any Ancillary Transaction Documents, Letter of Transmittal, restrictive covenant agreement or other Contract delivered by such Person (other than the Group Companies) in connection with the Merger, solely in accordance with the terms thereof and against the applicable parties thereto. Notwithstanding the foregoing or anything to the contrary in this Section 12.9 or elsewhere in this Agreement, each of the Parties retains all of its rights and remedies with respect to claims based on Fraud. (d) PARENT, ON ITS OWN BEHALF AND ON BEHALF OF EACH WAIVING PARTY, EXPRESSLY AND IRREVOCABLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE OR COMMON LAW PRINCIPLES WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. PARENT, ON ITS OWN BEHALF AND ON BEHALF OF EACH WAIVING PARTY, ACKNOWLEDGES THAT IT UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF ANY STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. PARENT AND MERGER SUB, ON BEHALF OF THE WAIVING PARTIES, ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT. 12.10 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Parent, the Company and the Representative. No waiver by any Party of any provision of this Agreement or any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Notwithstanding anything else to the contrary herein, the provisions set forth in Section 12.2, Section 12.8, this Section 12.10, Section 12.14 and Section 12.17 (including any other provision of this Agreement to the extent that the amendment, supplement or modification of such provision would modify the substance of the foregoing provisions), in each case, as they explicitly relate to any Financing Source, may not be amended, modified or altered in

75 WEIL 97824360V.14 any manner adverse to the Financing Sources in any respect without the prior written consent of such Financing Sources. 12.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law by which this Agreement is governed, such invalidity, illegality or unenforceability shall not affect any other provision; provided that such provision shall be construed to give effect to the Parties’ intent regarding such provision to the maximum extent permitted by applicable Law. 12.12 Construction; Disclosure. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules or Exhibits attached hereto is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules or Exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule or Exhibit is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Disclosure Schedules and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever (including any violation of law or breach of contract). 12.13 Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. 12.14 Specific Performance. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Parties hereto in accordance with their specific terms or were otherwise breached, and that money damages would not be an adequate remedy for any such damages. It is accordingly agreed that Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by the other (as applicable) and to seek to enforce specifically the terms and provisions of this Agreement and to thereafter cause the transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. The foregoing rights are in addition to and without limitation of any other remedy to which the Parties may be entitled at law or in equity. The Parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the Parties hereto hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any Party brings any action to enforce specifically the performance of the terms and provisions hereof by any other Party, the End Date shall automatically be extended by (x) the amount of time during which such action is pending, plus fifteen (15) Business Days or (y) such other later date established by the Delaware court presiding over such action. The Parties hereto further agree that (i) by seeking the remedies provided for in this Section 12.14, no Party shall in any respect waive its right to seek at any time any other form of relief that may be available to it under this Agreement or any other agreement or document entered into in connection herewith or the transactions contemplated hereby (including monetary damages) in the

76 WEIL 97824360V.14 event that this Agreement has been terminated or in the event that the remedies provided for in this Section 12.14 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 12.14 shall require any Party hereto to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 12.14 prior to or as a condition to exercising any termination right under ARTICLE XI, nor shall the commencement of any Legal Proceeding pursuant to this Section 12.14 or anything set forth in this Section 12.14 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of ARTICLE XI or pursue any other remedies under this Agreement or any other agreement or document entered into in connection herewith or the transactions contemplated hereby that may be available then or thereafter, provided, however, that in no such instance shall the Company have the right to be awarded both specific performance in accordance with this Section 12.14 and the Termination Fee or monetary damages, as applicable, pursuant to Section 11.2(a) and Section 11.2(b). The parties hereto agree that, notwithstanding anything herein to the contrary, the Company shall be entitled to specific performance to cause Parent and Merger Sub to effect the Closing on the terms and subject to the conditions in this Agreement, only if: (i) all conditions in Sections 8.1 and 8.2 have been satisfied or waived (other than those conditions that, by their nature, can only be satisfied at the Closing (provided such conditions are capable of being satisfied as of such date)); (ii) Parent fails to complete the Closing by the date the Closing would otherwise be required to have occurred pursuant to Section 2.2 (assuming, solely for purposes of this clause (ii), that all conditions in Section 8.3 have been satisfied or waived as of the date that all conditions in Sections 8.1 and 8.2 were satisfied (other than those conditions that, by their nature, can only be satisfied at the Closing (provided such conditions are capable of being satisfied as of such date) or waived)); (iii) the Financing has been funded, or would be funded to Parent at the Closing (provided that Parent shall not be required to consummate the Closing if the Financing is not in fact funded at or prior to the Closing); (iv) the Closing will occur substantially simultaneously with the funding of the Financing and (v) the Company has irrevocably confirmed in writing to Parent that the Company is prepared to and able to perform its obligations in connection with the Closing upon funding of the Financing. For the avoidance of doubt, in no event shall the Company be entitled to seek any remedy, whether at law or equity, in contract, in tort or otherwise, directly against any Financing Source in connection with the obligations of the Financing Sources pursuant to the Financing Instruments or the transactions contemplated thereby; provided that the foregoing will not alter, amend, supplement or limit the rights of Parent in respect of the Financing under any Financing Instruments. 12.15 Company Representative. (a) Designation. The Representative is hereby authorized to serve as the representative, agent and attorney-in-fact of each Company Equityholder with respect to the matters expressly set forth in this Agreement to be performed by the Representative. (b) Authority. Each Company Equityholder, by his, her or its (i) acceptance of any portion of the Merger Consideration, (ii) execution and delivery of his, her or its Letter of Transmittal pursuant to the terms of this Agreement or (iii) approval of this Agreement and the Merger by voting in favor of, or consenting to, the transactions contemplated hereby, irrevocably appoints the Representative as the representative, agent, proxy and attorney-in-fact for such Company Equityholder for all purposes of this Agreement, the Escrow Agreement and any agreements ancillary hereto, including the full power and authority on such Company Equityholder’s behalf (A) to consummate the transactions contemplated herein, (B) to make any determinations and settle any matters in connection with the adjustment of the Merger Consideration contemplated by ARTICLE III, (C) to cause the Payments Administrator and the Company to distribute any funds payable by Parent hereunder which are for the account of the Company Equityholders (if any), (D) to deduct and/or hold back any funds which may be payable to any Company Equityholder pursuant to the terms of this Agreement in order to pay, or establish a reserve for, any amount which may be payable by such Company Equityholder hereunder, (E) to instruct the Escrow Agent to release any amounts from the Escrow Account as permitted by this Agreement or the Escrow Agreement,

77 WEIL 97824360V.14 (F) to execute and deliver on behalf of such Company Equityholder any amendment to the terms hereof, (G) to take all other actions to be taken by or on behalf of such Company Equityholder in connection herewith, (H) to retain funds for reasonably anticipated expenses and liabilities, and (I) to do each and every act and exercise any and all rights which such Company Equityholder or the Company Equityholders collectively are permitted or required to do or exercise in connection with this Agreement, the Escrow Agreement and any agreements ancillary hereto. The Representative shall act for the Company Equityholders on all of the matters set forth in this Agreement, the Payments Agreement and the Escrow Agreement in the manner the Representative believes to be in the best interest of the Company Equityholders. All decisions and actions by the Representative made in accordance with the authority granted to it hereunder shall be binding upon all of the Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. Each Company Equityholder that receives any Merger Consideration hereunder further agrees that he, she or it shall promptly reimburse the Representative for his, her or its Allocable Portion of any payment obligations, fees or expenses incurred by the Representative in exercising its authority hereunder and taking any actions pursuant to the terms and conditions of this Agreement or the other agreements contemplated hereby; provided that the Representative shall first make payment of such fees and expenses from the Representative Holdback Amount. The Representative Holdback Amount shall be retained by the Representative for such time as the Representative shall determine in its sole discretion. (c) Representative Holdback Amount. Upon the Closing, Parent will wire the Representative Holdback Amount to the Representative, which will be used for the purposes of paying directly, or reimbursing the Representative for, any third-party expenses pursuant to this Agreement. The Company Equityholders will not receive any interest or earnings on the Representative Holdback Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Holdback Amount other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. To the extent amounts placed into the Representative Holdback Amount are not used, or in the reasonable judgment of the Representative are not expected to be used, to pay fees and expenses incurred in connection with the transactions contemplated hereby, including costs associated with any indemnification claims, the Representative shall pay (i) a portion of such amount to the Payments Administrator, for the benefit of, and distribution to, the Company Equityholders and (ii) a portion of such amount to the Surviving Company, for the benefit of, and distribution to, the Company Optionholders, in accordance with their respective Allocable Portions as set forth in the Consideration Schedule (as may be updated pursuant to Section 3.3(c) or otherwise by the Representative in accordance with the Governing Documents of the Company). The Representative Holdback Amount shall be treated for tax purposes as received by the Company Equityholders at Closing in accordance with the Consideration Schedule. (d) Replacement. The Representative may resign at any time. In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Equityholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held, directly or indirectly, a majority of the voting power represented by the Company Shares issued and outstanding immediately prior to the Closing shall select another representative to fill such vacancy, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement.

78 WEIL 97824360V.14 (e) Exculpation. (i) The Representative will incur no liability of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto while acting in good faith, except in the event of liability primarily resulting from the Representative’s Fraud, gross negligence or willful misconduct. The Representative shall not be liable for any action or omission pursuant to the advice of counsel. For the avoidance of doubt, Parent and Merger Sub shall be entitled to rely on the acts, to the extent authorized hereunder, of the Representative. (ii) The Company Equityholders will indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable and documented out-of-pocket fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been primarily caused by the bad faith, Fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Equityholders the amount of such indemnified Representative Loss to the extent attributable to such bad faith, Fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Company Equityholders, any such Representative Losses may be recovered by the Representative from (i) the Representative Holdback Amount and (ii) the amounts in the Escrow Account at such time as remaining amounts would otherwise be distributable to the Company Equityholders; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Company Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Company Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this Section 12.15. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. Parent agrees that it will not look to the personal assets of the Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Company (pre-Closing) or the Company Equityholders. (f) Irrevocability; Successors. The provisions of this Section 12.15 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Equityholder may have in connection with the transactions contemplated by this Agreement. The provisions of this Section 12.15 shall be binding upon the heirs, legal representatives, successors and assigns of each Company Equityholder, and any references in this Agreement to a Company Equityholder shall mean and include the successors to the rights of the Company Equityholders hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. 12.16 Representation of the Representative, the Company Equityholders and Affiliates. Parent hereby agrees, on its own behalf and on behalf of each Waiving Party, that Weil, Gotshal & Manges LLP may represent any or all of the Company Equityholders and, after the Closing, the Representative, in the event such Person so requests, in connection with any dispute, litigation, claim, proceeding or obligation

79 WEIL 97824360V.14 arising out of or relating to Section 3.3 and otherwise provide advice to the Company Equityholders or the Representative (after the Closing) with respect to the interpretation of, and any negotiations in connection with, this Agreement and the transactions contemplated hereby or in connection with any other matter relating to the process for the sale of the Company by the Company Equityholders, and Parent and Merger Sub hereby waive, on their own behalf and on behalf of each Waiving Party, any conflicts that may arise in connection with such representation. Each of Parent and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications pertaining to the Company and their counsel, including Weil, Gotshal & Manges LLP made in connection with the negotiation, preparation, execution and delivery of this Agreement or relating to the process for the sale of the Company by the Company Equityholders, are privileged communications between the Company and such counsel and none of Parent, the Surviving Group Companies or any of the Waiving Parties, nor any Person purporting to act on behalf of or through Parent or the Surviving Group Companies or any of the Waiving Parties, will seek to obtain the same by any process; provided, that applicable communications between the Group Companies and their respective legal counsel, in each case that were not made in connection with the negotiation, preparation, execution and delivery of this Agreement or that do not relate to the process for the sale of the Company by the Company Equityholders shall pass to the Company. From and after the Closing, each of Parent and the Surviving Group Companies, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & Manges LLP and a Group Company or any Company Equityholder occurring during the representation in connection with the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby. 12.17 Non-Recourse. All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as Parties hereto. No Person who is not a named Party to this Agreement, including without limitation any past, present or future director, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate, in each case subject to the rights of the Representative under Section 12.15. The Company, its Subsidiaries and its Affiliates shall not have any rights or claims against any Financing Source in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any liability or obligation to, or be subject to any action, suit, proceeding or claim from, the Company, its Subsidiaries or any of its Affiliates in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided, that this Section 12.17 shall not limit the rights of any party pursuant to any Financing Instrument. The provisions of this Section 12.17 are intended to be for the benefit of, and shall be enforceable by, each of the Non-Party Affiliates and such Person’s estate, heirs and representatives and any Financing Source. Notwithstanding anything to the contrary, this Section 12.17 shall not waive any of Parent’s or the Company’s rights in enforcing the obligations in the Ancillary Transaction Documents, including but not limited to the Letter of Transmittal, but solely against the applicable parties thereto. * * * * *

SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and Plan of Merger as of the date first written above. PARENT: COLUMBUS MCKINNON CORPORATION By: Name: David J. Wilson Title: President and Chief Executive Officer

SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER COMPANY: PRECISION BLOCKER, INC. By: Name: Title: CEO Peter Veldman

SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER REPRESENTATIVE: PRECISION TOPCO LP, solely in its capacity as the Representative By: Precision TopCo GP LLC By: Name: Title: Manager By: Name: Title: Manager Adam Larsson Peter Veldman ------- ------- CEO CEO

WEIL 97824360V.14 Exhibit A-1 Accounting Principles [See attached.]

EAST\179680399.3 Accounting Principles Part 1 - Accounting Principles “Accounting Principles” means: a) the accounting principles, policies, procedures, categorizations, definitions, methods, practices and techniques set out in Part 2 (the “Specific Policies”); b) to the extent not inconsistent with paragraph (a) above, and only to the extent not inconsistent with GAAP, the accounting policies, principles, procedures, and practices that were used in the preparation of the balance sheet included in the September 30, 2020 Annual Financial Statements (the “Reference Balance Sheet”); and c) to the extent not addressed in paragraph (a) or paragraph (b), GAAP. For the avoidance of doubt, paragraph (a) shall take precedence over paragraph (b) and paragraph (c), and paragraph (b) shall take precedence over paragraph (c). Capitalized terms used in this Exhibit A-1 without separate definition shall have the respective meanings given to them in the Agreement to which this Exhibit A-1 is a schedule. Part 2 - Specific Policies 1. Exhibit A-2 includes a Working Capital Schedule as if the Closing occurred on December 31, 2020 (which, for the avoidance of doubt, is for illustrative purposes only). 2. Current Assets and Current Liabilities shall include the detailed trial balance accounts set forth on the face of the Working Capital Schedule and shall be calculated as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date. For the avoidance of doubt, to the extent any new account codes are created between December 31, 2020 and Closing, the amounts included therein will be allocated to an account code existing as of December 31, 2020 which is closest in nature and classification to the new account code. 3. Closing Working Capital shall not include (a) any amounts reflected in Closing Indebtedness, Closing Cash on Hand or Closing Transaction Expenses, (b) any deferred Tax liabilities (that are non-income Tax liabilities) or any income Tax assets and liabilities, or (c) any restricted cash, and security deposits in escrow or otherwise held as deposits or collateral. 4. The calculation of Closing Working Capital shall be prepared on the basis that the Business is a going concern and shall exclude the effect of the application of the acquisition method of accounting by Parent or any of its Affiliates and will not take into account the effects of any post-Closing reorganizations of Parent or any of its Affiliates. 5. Subject to any other Specific Policy, in calculating Closing Working Capital, there shall be no change in the classification: (a) to a current asset of any particular asset that has not been characterized as a current asset in December 31, 2020 balance sheet forming part of

EAST\179680399.3 the Interim Financial Statements (the “Latest Balance Sheet”), (b) to a long-term liability of any particular liability that has not been characterized as a long-term liability in the Latest Balance Sheet, (c) to a current liability of any particular liability that has not been characterized as a current liability in the Latest Balance Sheet, and (d) to a long-term asset of any particular asset that has not been characterized as a long-term asset in the Latest Balance Sheet (in each case, other than any such changes resulting solely from the passage of time). 6. The provisions of this Exhibit A-1 shall be interpreted so as to avoid double counting (whether positive or negative) of any item to be included in Estimated Statements prepared by the Sellers or the Statements prepared by Parent. 7. The Estimated Statements and the Statements shall be based solely on facts and circumstances as they exist as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date in accordance with FASB Accounting Standards Codification Topic 855, Subsequent Events. 8. The application of GAAP shall be interpreted as if FASB Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, and FASB Accounting Standards Codification Topic 842, Accounting for Leases, have not taken effect.

WEIL 97824360V.14 Exhibit A-2 Working Capital Schedule [See attached.]

Project Precision EQT Partners Example Net Working Capital Schedule ($ in 000s) Dec20 Included in NWC? Cash & cash equivalents General 408 No General - Wells 9,954 No Pending Cash Account 373 No Payroll Account 24 No Medical Account 745 No Flex Benefit Account 165 No Canadian Account 11 No Sweep Account - No Petty 2 No Savings - No Short Term Investments - No Cash & cash equivalents 11,682 Accounts Receivable A/R Trade 14,602 Yes A/R Unapplied Cash (502) Yes A/R Allowance Bad Debts (154) Yes A/R Health Insurance 3 Yes A/R Employee 0 Yes A/R Expense Reimbursements (40) Yes A/R Travel Advances - Yes A/R Other (15) Yes A/R Reimbursement Clearing - Yes Due From Shareholders 97 No A/R Project - Yes AR Inter Co 8,430 Yes A/R EE PR Bridge Loan 0 No A/R Elimination (9,084) Yes Accounts Receivable 13,336 Inventory Inv Raw Material 5,531 Yes Inv Work In Process Matl 1,732 Yes Inv Work In Process Labor - Yes Inv Work In Process Burden - Yes Inv Work In Process Sub - Yes Inv Work In Process Matl Bdn - Yes Inv Work In Process Proj Deferred - Yes Inv Semi Finished 1,995 Yes Inv Finished Goods 1,775 Yes Shipped But Unbilled - Yes Inv Suspense - Yes Inv Inspection 6 Yes Inv DMR 60 Yes Inter Div In Transit Inventory 566 Yes Inv Reserve Slow Moving (516) Yes Inventory 11,149 Prepaids & other short-term assets Prepaid Insurance 77 Yes Prepaid Show Costs 117 Yes Prepaid Vendor Contracts 231 Yes Prepaid Other 4,297 Yes Property Tax Escrow - Yes Prepaid Bank Admin Fee - Yes Prepaid Rent - Yes NWC Disc. sch. Dec20 Page 1

Current Deferred Tax Asset 84 No IR Derivative Assets ST - No Federal Tax Deposits (293) No Other Short-Term Asset Eliminations - Yes Prepaids & other short-term assets 4,513 Total current assets 40,681 Accounts payable Accounts Payable 8,171 Yes Vendor Wire Pay Clearing - Yes Expense Report Clearing 2 Yes Amex Clearing - Yes A/P Clearing 240 Yes A/P Clearing - No Check Offset - Yes Accounts Payable - Other 149 Yes Amts Due (To) From Inter Div 5,974 Yes Accounts Payable Elimination (9,084) Yes Accounts payable 5,452 Accrued compensation & benefits Accrued Salaries & Wages 327 Yes Accrued Severance 4 No Accrued Vacation 910 Yes Accrued Sick 23 Yes Accrued Employer 401k Match 8 Yes Employee United Way - Yes Employee Garnishments - Yes Employee 401k Loans 0 Yes Flexible Benefits 27 Yes HSA Contributions 0 Yes Long Term Disability - Yes Employee Life Ins Option - Yes Employee 401k Deductions 2 Yes Accrued Health Insurance 232 Yes Accrued Incentives 460 Yes Accrued Bonus 355 Yes FICA Taxes Payable 881 DMC - No, All other entities - yes Federal W/H Taxes Payable - Yes State W/H Taxes Payable 2 Yes Federal U/C Tax Payable - Yes State U/C Tax Payable - Yes CA Payroll Taxes Payable - Yes GA Payroll Taxes Payable - Yes MN Payroll Taxes Payable - Yes NC Payroll Taxes Payable - Yes OH Payroll Taxes Payable - Yes PA Payroll Taxes Payable - Yes IL Payroll Taxes Payable - Yes TX Payroll Taxes Payable - Yes WA Payroll Taxes Payable - Yes KS Payroll Taxes Payable - Yes LA Payroll Taxes Payable - Yes Accrued compensation & benefits 3,231 Accrued Income, Sales & Other Taxes Accrued Per Prop Taxes 1 Yes Accrued Sales & Use tax 151 Yes Accrued WI Sales Tax 1 Yes Accrued CA Sales Tax 4 Yes Accrued IA Sales Tax 0 Yes Accrued NY Sales Tax (5) Yes Accrued MN Sales Tax 0 Yes Accrued NV Sales Tax 0 Yes Accrued GA Sales Tax (0) Yes NWC Disc. sch. Dec20 Page 2

Accrued IN Sales Tax (1) Yes Accrued CT Sales Tax 0 Yes Accrued MI Sales Tax 0 Yes Accrued OH Sales Tax (5) Yes Accrued PA Sales Tax 1 Yes Accrued TN Sales Tax 1 Yes Accrued IL Sales Tax (10) Yes Accrued TX Sales Tax 0 Yes Accrued NC Sales Tax 1 Yes Accrued FL Sales Tax (31) Yes Accrued KY Sales Tax 0 Yes Accrued WA Sales Tax 36 Yes Accrued KS Sales Tax (6) Yes Accrued LA Sales Tax (0) Yes Accrued AZ Sales Tax 2 Yes Accrued MO Sales Tax 15 Yes Accrued SC Sales Tax (0) Yes Accrued CO Sales Tax 5 Yes Accrued TX Sales Tax 0 Yes Accrued NC Sales Tax 0 Yes Accrued FL Sales Tax 1 Yes Accrued KY Sales Tax 0 Yes Accrued WA Sales Tax 89 Yes Accrued KS Sales Tax - Yes Accrued LA Sales Tax (0) Yes Accrued AZ Sales Tax 1 Yes Accrued MO Sales Tax 0 Yes Accrued Income Taxes 201 No Accrued Income, Sales & Other Taxes 453 Deposits & prepayments Customer Deposits 2,756 Yes Customer Prepayments 322 Yes Deposits & prepayments 3,079 Other short-term liabilities Accrued Channel Commissions 46 Yes Accrued Channel Rebates 540 Yes Accrued Advertising - Yes Accrued Warranty 119 Yes Accrued Other 3,846 Yes Accrued Management Fees - Yes Accrued Interest - No Accrued Interest Fee 0 No Accrued Interest - No Accrued Cash Interest - No Accrued PIK Interest - No Accrued Interest - No Deferred Compensation - Yes Acquisition Clearing - Yes Current Por Cap Lease Oblig 450 No IR Derivative Liab ST - No Other Short Term Liabilities Eliminations - Yes Other short-term liabilities 5,002 Current portion of LT debt Curr Portion LT Debt 245 No Subordinated Debt - No Current portion of LT debt 245 Short term debt Short Term Debt - No Line Of Credit - No Revolver - No Note Payable ST - No NWC Disc. sch. Dec20 Page 3

Note Payable LT - No Short term debt - Total current liabilities 17,460 Reported NWC 23,221 Definitional adjustments Cash & cash equivalents (11,682) Customer deposits in excess of $4million - Prepaid income taxes 145 Debt-like Current portion of DMC capital lease 242 Current portion of Dorner Asia capital lease 208 Dorner Europe intercompany note payable 245 Short-term interest rate derivative - Accrued interest 0 Debt-like Intercompany in trade accounts 22 Short term debt - IR Derivative Assets ST - Total definitional adjustments (10,819) Definitional adjusted NWC 12,401 Due diligence adjustments Other adjustments Deferred social security tax 861 Debt-like Related party note receivable (97) Quality of earnings adjustments Transaction related expense (294) Accrued severance 413 Debt-like Accrued bank related fees - Board of Director fees -` Total due diligence adjustments 883 Due diligence adjusted NWC 13,284 NWC Disc. sch. Dec20 Page 4

WEIL 97824360V.14 Exhibit B Form of Escrow Agreement [See attached.]

FINAL FORM ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among (i) Columbus McKinnon Corporation, a New York corporation (“Parent”), (ii) Precision TopCo LP, a Delaware limited partnership (the “Representative”, and together with Parent, sometimes referred to individually as a “Party” and collectively as the “Parties”), and (iii) Citibank, N.A. (“Escrow Agent”). WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of March 1, 2021 (the “Merger Agreement”), by and among (i) Parent, (ii) Dorner Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Precision Blocker Inc., a Delaware corporation (the “Company”), and (iv) Representative (in its capacity as the representative of the Company Equityholders thereunder), Parent and the Representative have agreed to establish an escrow arrangement for the purposes set forth therein; WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement; WHEREAS, the Merger Agreement contemplates that at the Closing, Parent will deposit, or cause to be deposited, (a) an amount equal to $4,000,000 (the “Escrow Amount”, which, together with all products and proceeds of, including all interest, dividends, distributions, gains or other income earned thereon or in respect thereof, if any (the “Escrow Earnings”), shall be referred to herein as the “Escrow Funds”) into the Escrow Account which has been established by Escrow Agent hereunder for the purpose of establishing a source of funds to secure and satisfy any potential adjustments to the Closing Merger Consideration following the Closing pursuant to Section 3.3 of the Merger Agreement; and WHEREAS, the Parties desire that Escrow Agent shall agree to hold and distribute the Escrow Funds in accordance with the terms and conditions of this Agreement, until the Escrow Funds held hereunder have been released in accordance with the terms and conditions of this Agreement and, as between Parent and the Representative, the Merger Agreement. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, each of Parent, the Representative and Escrow Agent hereby agrees as follows: 1. Appointment. The Parties hereby appoint and designate Escrow Agent to acquire and maintain possession of the Escrow Funds and to act as their escrow agent for the purposes set forth herein, and Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein and agrees to assume and perform its duties and obligations pursuant to the terms and conditions set forth herein. Escrow Agent shall hold the Escrow Funds (as defined below) in accordance with, and shall not disburse or release any of the Escrow Funds except in accordance with, the terms and conditions set forth in this Agreement. 2. Fund. (a) Upon the Closing, in accordance with the terms of the Merger Agreement, Parent shall deposit, or cause to be deposited with Escrow Agent, in each case, to be held by Escrow Agent in a separated, distinct and non-commingled escrow account established by Escrow Agent, the Escrow Amount (the “Escrow Account”). Escrow Agent agrees to keep the Escrow Account separate from all other property held by Escrow Agent and the Escrow Account shall be identified as being held in connection with this Agreement and the Merger Agreement. Escrow Agent shall acknowledge in writing to Parent and the Representative receipt of the Escrow Amount from Parent upon the date of receipt. As agreed by the Parties, the Escrow Funds shall (a) not be subject to set off by Escrow Agent or any of its affiliates, (b) not be

2 WEIL:\97837370\4\44114.0033 subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto and (c) be held and disbursed solely for the purposes and in accordance with the terms of this Agreement, except as otherwise provided in Section 10 below. 3. Investment of Escrow Funds. (a) Subject to receipt of a Joint Direction or a Release Order (each as defined below), Escrow Agent shall hold the Escrow Amount and shall invest and reinvest the Escrow Amount and the proceeds thereof in a Citibank noninterest-bearing deposit account insured up to the applicable limits by the FDIC, unless otherwise jointly instructed in writing by the Parties and as shall be reasonably acceptable to Escrow Agent (the “Permitted Investments”). The Parties recognize and agree that instructions to make any other investment (an “Alternative Investment”) must be made by delivery to Escrow Agent of a joint written instruction signed by an Authorized Representative (as defined below) of each Party, and shall specify the type, amount and identity of the investments to be purchased and/or sold, but shall only be permitted if Escrow Agent can accommodate such Alternative Investment. Escrow Agent shall have no obligation to invest or reinvest the Escrow Funds held in the Escrow Account until the following Business Day if all or a portion of the Escrow Funds is deposited with Escrow Agent after 3:00 p.m. New York City time, in which case, Escrow Agent shall invest or reinvest such Escrow Funds on the immediately following Business Day. Requests or instructions received after 3:00 p.m. New York City time by Escrow Agent to liquidate all or any portion of the Escrow Funds will be treated as if received on the following Business Day. Escrow Agent is hereby authorized to execute purchases and sales of Alternative Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. Escrow Agent or any of its affiliates may receive reasonable and customary compensation with respect to any Alternative Investment jointly directed in writing by the Parties including, without limitation, charging any applicable agency fee in connection with each transaction, which amounts (if any) shall be borne solely by Parent; provided, that Escrow Agent shall obtain the prior written consent of each of the Parties prior to entering into a transaction giving rise to any fees. Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value) of any Alternative Investment furnished in any report or statement may be obtained from third party sources and are furnished for the exclusive use of the Parties and any investment funds affiliated with the Parties (including any of such funds’ general partners and management advisors). Escrow Agent has no responsibility whatsoever to determine the market value or other value of any Alternative Investment and makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an Alternative Investment. Escrow Agent shall not have any liability for any loss sustained as a result of any investment decision made pursuant to the terms of this Agreement, pursuant to the terms of any joint written instructions from the Parties to make an Alternative Investment, as a result of any liquidation of any investment prior to its maturity, or for the failure of an Authorized Representative of each of the Parties to give Escrow Agent instructions to invest or reinvest the Escrow Funds. Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement when required to do so pursuant to the terms of this Agreement. Except as expressly provided herein, the Escrow Funds shall not, in any manner, directly or indirectly, be assigned, hypothecated, pledged, alienated, released from escrow or transferred within escrow (or otherwise dealt with in any manner that has the economic effect of any of the foregoing acts, on a current or prospective basis). Notwithstanding anything the contrary herein, the Escrow Funds shall, at all times, remain available for distribution in accordance with Section 4 below. (b) The Parties acknowledge that non-deposit investment products are not obligations of, or guaranteed by, Citibank, Citigroup or any of their respective affiliates, are not FDIC-insured, and are

3 WEIL:\97837370\4\44114.0033 subject to investment risks, including the possible loss of the principal amount invested. Only deposits in the United States are subject to FDIC insurance. Escrow Agent is authorized, for any securities at any time held hereunder, to register such securities in the name of its nominee(s) or the nominee of any securities depository, and such nominee(s) may sign the name of any Party to whom or to which such securities belong and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other governmental authorities. (c) The Parties agree that any Escrow Earnings (if any) shall be allocated to Parent for U.S. federal and applicable state and local income tax purposes and shall be reported by Escrow Agent to Parent and to the Internal Revenue Service (“IRS”), or any other taxing authority as required by law, on IRS Form 1099 (or other appropriate form) as income earned from the Escrow Funds by Parent for such taxable year, whether or not said income has been distributed during such year. Escrow Agent shall withhold any taxes required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities. The Parties agree that Escrow Agent shall not have any other contractual obligation to file or prepare any tax returns or to prepare any other reports for any taxing authorities concerning the matters covered by this Agreement, except as required by applicable law. To the extent not previously provided, as soon as practicable following the execution of this Agreement, the Representative and Parent shall each furnish an IRS Form W-8 or W-9 (as applicable) to Escrow Agent. Escrow Agent shall be responsible only for income reporting to the IRS with respect to the Escrow Earnings (if any). (d) All investments of the Escrow Funds shall be registered and held in the name of Escrow Agent, as Escrow Agent for the Parties. Escrow Agent will send account statements to the Parties on a monthly basis reflecting activity (including a list of all investments) with respect to the Escrow Funds in each Escrow Account for the preceding month. Although each of Parent and the Representative recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, each of Parent and the Representative hereby agree that confirmations of Permitted Investments are not required to be issued by Escrow Agent for each month in which a monthly account statement is rendered. The Parties agree to notify Escrow Agent of any errors, delays or other problems within thirty (30) days after receiving written notification from Escrow Agent that a transaction has been completed; provided, that the failure to so notify Escrow Agent will not constitute waiver by the Parties of any such error, delay or other problem. (e) This Agreement (except for the provisions of Section 8 hereto), the duties of Escrow Agent and the Escrow Account shall automatically terminate and shall have no further force or effect upon the first to occur of (i) the distribution in full by Escrow Agent of all of the Escrow Funds in accordance with this Agreement, or (ii) the delivery to Escrow Agent of a written notice of termination executed jointly by Parent and the Representative and the release by Escrow Agent of all of the Escrow Funds. 4. Disposition. Parent and the Representative shall act in accordance with, and Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 4 as follows: (a) Joint Direction or Release Order. As promptly as practicable, and in any event within two (2) Business Days, following the date on which Escrow Agent receives (i) a Joint Direction, or (ii) a Release Order (as defined below), in each case, with respect to a disbursement from the Escrow Account, in accordance with Section 3.3 of the Merger Agreement, then Escrow Agent shall, to the extent directed by such Joint Direction or Release Order, disburse all or part of the Escrow Amount, together with the Escrow Earnings (if any) related thereto, in accordance with such Joint Direction or Release Order (as applicable) to the Persons and accounts specified in the Joint Direction or Release Order (as applicable), by wire transfer of immediately available funds.

4 WEIL:\97837370\4\44114.0033 (b) Final Release Date. On or following the date that is [twelve (12)] months from the date of this Agreement (the “Final Release Date”), Escrow Agent shall release, as directed in writing by Parent and the Representative pursuant to a Joint Direction, any amounts then held by Escrow Agent in the Escrow Account plus any Escrow Earnings thereon. Any Escrow Earnings thereon, shall be retained in the Escrow Account and shall be distributed in accordance with Section 4(d). (c) Method of Payment. All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds to one or more accounts as designated in advance by Parent or the Representative, as applicable, or as set forth in the Joint Direction or a Release Order, as applicable. (d) Security Procedures for Fund Transfers. Escrow Agent shall confirm each funds transfer instruction received in the name of Parent or Representative by means of a call back to an Authorized Representative for such Party and communicated to Escrow Agent through a signed certificate in the form of Schedule 1-A, or Schedule 1-B, attached hereto, which upon receipt by Escrow Agent shall become a part of this Agreement. Once delivered to Escrow Agent, Schedule 1-A, or Schedule 1-B, may be revised or rescinded only by a writing signed by one of the designated persons as set forth in Schedule 1-A, or Schedule 1-B, (each an “Authorized Representative”) of the Party. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford Escrow Agent a reasonable opportunity to act on it. If a revised Schedule 1-A, or Schedule 1-B, or a rescission of an existing Schedule 1-A, or Schedule 1-B, is delivered to Escrow Agent by an entity that is a successor-in-interest to such Party, such document shall be accompanied by additional documentation satisfactory to Escrow Agent showing that such entity has succeeded to the rights and responsibilities of the Party under this Agreement. The Parties understand that Escrow Agent’s inability to receive or confirm funds transfer instructions by means of a call back to such Party may result in a delay in accomplishing such funds transfer, and agree that Escrow Agent shall not be liable for any loss caused by any such delay. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Funds if delivered to any other fax number or electronic mail (“e-mail”) address of the Escrow Agent not set forth in Section 9, including but not limited to a valid e-mail address of any employee of Escrow Agent. (e) Certain Definitions. As used herein, the following terms shall have the following definitions: “Authorized Representative” means a representative of Parent or Representative listed on Schedule 1-A or Schedule 1-B (as applicable) attached hereto. “Business Day” means any day other than a Saturday, Sunday or a day on which national banking institutions located in any of New York, New York are closed as a result of any federal, state or local holiday or are required to close by a Governmental Body. “Joint Direction” means a joint written instruction made by Parent and the Representative, substantially in the form attached hereto as Exhibit A, signed by an Authorized Representative of each of Parent and the Representative. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental authority or any department, agency or political subdivision thereof.

5 WEIL:\97837370\4\44114.0033 “Release Order” means a final non-appealable order of any court or arbitrator of competent jurisdiction that may be issued ordering Escrow Agent to distribute all or any portion of the Escrow Funds or determining the rights of the Parties with respect to the Escrow Funds, together with (A) a certificate, substantially in the form attached hereto as Exhibit B, signed by an Authorized Representative of the prevailing Party (as between Parent and the Representative) to the effect that such judgment is final and non-appealable and from a court or arbitrator of competent jurisdiction having proper authority and (B) the written payment instructions of the prevailing Party. 5. Escrow Agent. Escrow Agent hereby agrees and covenants with Parent and the Representative that it shall perform all of its obligations under this Agreement and shall not deliver custody or possession of any of the Escrow Funds to anyone, except pursuant to the express terms of this Agreement or as otherwise required by applicable law. Escrow Agent hereby undertakes to perform only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duties, shall be implied, other than the implied duty of good faith and fair dealing. Escrow Agent has no knowledge of, nor any requirement to comply with, the terms and conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other agreement. Escrow Agent may rely upon, and shall not be liable, for acting in accordance with any Joint Direction or Release Order delivered to it by any Party in accordance with Section 9 and reasonably believed by Escrow Agent to be genuine and to have been signed by an Authorized Representative(s), as applicable, provided that Escrow Agent has fulfilled its obligations under Section 4(f) to confirm any funds transfer instruction received in the name of Parent or Representative. Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such Joint Direction or Release Order. Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow Agent’s fraud, gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through any of its affiliates or agents, provided however that no such delegation of powers or duties will release Escrow Agent from any of its obligations under this Agreement. In the event that Escrow Agent is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any Party that conflict with the provisions of this Agreement or conflicting instructions from the Parties, Escrow Agent shall promptly notify the Parties of such uncertainty or apparent conflict and, following delivery of such notice and until such time as the Parties deliver revised instructions to Escrow Agent, Escrow Agent shall be entitled to refrain from taking any action and shall not be liable for refraining to take any action, and its sole obligation shall be to keep safely all property held in escrow until shall be directed otherwise in a Joint Direction or Release Order. Escrow Agent shall have no duty to solicit any payments that may be due to it or the Escrow Account, including, without limitation, the Escrow Amount, nor shall Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving Escrow Agent) without making Escrow Agent a party to the same. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL ESCROW AGENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. Escrow Agent shall not be responsible for or under, or chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between/among the parties hereto, except as may be specifically provided in this Agreement or in any Joint Direction or Release Order delivered to Escrow Agent hereunder. This Agreement sets forth all of the obligations of Escrow Agent, and no additional

6 WEIL:\97837370\4\44114.0033 obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. 6. Resignation and Removal; Succession. The Parties, acting jointly, may remove Escrow Agent at any time, with or without cause, by giving to Escrow Agent fifteen (15) calendar days’ advance notice in writing of such removal signed by an Authorized Representative of each Party. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) calendar days’ advance notice in writing of such resignation to the Parties. Escrow Agent’s sole responsibility after such fifteen (15) or thirty (30)-day notice period (as applicable) expires, in the case of either removal or resignation, shall be to hold and safeguard the Escrow Funds (without any obligation to reinvest the same) and to deliver the same (i) to a designated substitute escrow agent, if any, appointed jointly by the Parties, as set forth in a Joint Direction, (ii) to such other Person jointly designated in writing by the Parties, or (iii) in accordance with the directions of a final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate, except for any liability of the Escrow Agent arising out of its fraud, gross negligence or willful misconduct. If prior to the expiration of the fifteen (15) or thirty (30)- day notice period (as applicable), the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent in writing to deliver the Escrow Funds to another Person as provided above, at any time on or after the expiration of the fifteen (15) or thirty (30)-day notice period (as applicable), Escrow Agent may petition any court of competent jurisdiction for the appointment of such a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent shall deliver the Escrow Funds to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate, except for any liability incurred prior to delivery of the Escrow Funds. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business of Escrow Agent may be transferred, shall be Escrow Agent under this Agreement without further act; provided, that Escrow Agent shall use commercially reasonable efforts to provide the Parties with notice in writing of any such merger, conversion or consolidation within a reasonable period of time either prior to or following the consummation thereof. 7. Compensation. The Escrow Agent acknowledges and agrees that the fees and expenses described in Schedule 2 attached hereto are intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement and the Parent agrees to pay to Escrow Agent such fees and expenses, upon execution of this Agreement. 8. Indemnification and Reimbursement. The Parties shall jointly and severally indemnify, defend and hold harmless Escrow Agent from and against any and all losses, damages, liabilities and reasonable and documented out-of-pocket costs or expenses (including, without limitation, the reasonable and documented out-of-pocket fees and reasonable and documented out-of-pocket expenses of one outside counsel) (collectively, “Losses”), arising out of or in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the fraud, gross negligence, or willful misconduct, of the Escrow Agent and (b) Escrow Agent’s following any instructions or other directions from the Parties (including, for the avoidance of doubt, any instructions or other directions set forth in a Joint Direction or Release Order) received in accordance with this Agreement. . Notwithstanding anything to the contrary herein, each of Parent and the Representative hereby agree between themselves that any obligation for indemnification under this Section 8 shall be borne by Parent or the Representative, as determined by a court of competent jurisdiction to be responsible for causing the Losses, fees or expenses against which Escrow Agent is entitled to indemnification or payment or, if no such determination is made, then to each pay fifty percent (50%) of any such indemnification claims or payments. The provisions set forth in this Section 8 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement.

7 WEIL:\97837370\4\44114.0033 9. Notices. All communications hereunder shall be in writing or set forth in a PDF attached to an e-mail, and all instructions from a Party or the Parties to Escrow Agent shall be executed by an Authorized Representative of such Party or Parties, and shall be deemed to have been delivered in accordance with the terms of this Agreement (a) on the day of delivery by e-mail, if delivered by e-mail prior to 5 p.m. New York City time (and otherwise on the first Business Day thereafter) or (b) when actually delivered, if delivered by hand, by certified mail return receipt requested, or by courier or express delivery service (with receipt showing signature or similar confirmation) to the appropriate fax number, e-mail address, or notice address set forth for each party hereto as follows: if to Parent, Columbus McKinnon Corporation Legal Department 205 Crosspoint Parkway Getzville, New York 14068 Email: alan.korman@cmworks.com Attention: General Counsel with a copy (which shall not constitute notice) to: DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, NY 10020 Attention: James L. Kelly Ilya A. Bubel Email: james.kelly@us.dlapiper.com ilya.bubel@us.dlapiper.com if to the Representative, Precision TopCo LP c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, New York 10036 Attention: Kasper Knokgaard Email: kasper.knokgaard@eqtpartners.com with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 100 Federal Street, 34th Floor Boston, Massachusetts 02110 Attention: Ramona Nee and Jenna McBain Email: Ramona.Nee@weil.com and Jenna.McBain@weil.com If to Escrow Agent, Citibank, N.A. Citi Private Bank

8 WEIL:\97837370\4\44114.0033 388 Greenwich Street, 29th Floor New York, NY 10013 Attention: William T. Lynch E-mail: william.lynch@citi.com Any party hereto may provide notice in accordance with this Section 9 of any change of the notice information in this Section 9. 10. Compliance with Court Orders. In the event that any of the Escrow Funds shall be attached, garnished, levied upon, or otherwise be subject to any final court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all such final orders so entered or issued, which it is advised in writing by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, provided that Escrow Agent shall provide a written notice thereof to the Parties as soon as reasonably practicable, and in the event that Escrow Agent obeys or complies with any such order it shall not be liable to any of the Parties or to any other Person by reason of such compliance notwithstanding such order be subsequently reversed, modified, annulled, set aside or vacated. 11. Miscellaneous. (a) The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by Escrow Agent and each of the Parties. No waiver of any provision of this Agreement will be valid unless the waiver is in writing and signed by the waiving parties. The failure of a party hereto at any time to require performance of any provision of this Agreement will not affected such party’s rights at a later time to enforce such provision. No waiver by any party hereto of any breach of this Agreement will be deemed to extent to any other breach hereunder or affect in any way any rights arising by virtue of any other breach. (b) Parent and the Representative may assign any right or interest hereunder, but not any obligation, to the same extent they are permitted to assign their rights and interests under the Merger Agreement. No assignment of the interest of either Party shall be binding on Escrow Agent unless and until written notice of such assignment is filed with and acknowledged in writing by Escrow Agent. To comply with Federal law including USA Patriot Act requirements, assignees shall provide to Escrow Agent the appropriate form W-9 or W-8 (as applicable) and such other forms and documentation that Escrow Agent may request to verify identification and authorization to act. (c) This Agreement, all questions concerning the construction, interpretation and validity of this Agreement, the rights and obligations of the parties hereto, all claims or causes of action (whether in contract, tort, statute or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter this Agreement) shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice or conflict of law provision or rule (whether in the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware and without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. In furtherance of the foregoing, the laws of the State of Delaware will control even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

9 WEIL:\97837370\4\44114.0033 (d) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware sitting in Wilmington, Delaware (or, if such court lacks jurisdiction, any federal or state court sitting in the State of Delaware in Wilmington, Delaware) over all claims or causes of action (whether in contract, tort, statute or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each Party hereby irrevocably agrees that all claims in respect of any such Action related thereto may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (e) Neither Party nor Escrow Agent shall be liable to any other party hereto for losses due to, or for any delay in performance of its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, electrical outages or unavailability of Federal Reserve Bank wire services, or other causes reasonably beyond its control; it being understood that Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (f) This Agreement and any Joint Direction from the Parties, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument or instruction, as applicable. All signatures of the parties to this Agreement and in any Joint Direction or other instruction, instrument or notice delivered hereunder may be transmitted by facsimile (including PDF) or e-mail, and such transmission will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. (g) If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be revised as mutually agreed by the parties hereto so as to as nearly as possible reflect the intent of the parties hereto without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. (h) Nothing in this Agreement, whether express or implied, shall be construed to give to any Person or entity other than Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respect of the Escrow Funds or this Agreement. (i) The Parties acknowledge that the Escrow Funds are not and shall not be subject to any lien, security interest or encumbrance of any kind. (j) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE RESPECTING ANY MATTER ARISING UNDER THIS AGREEMENT. (k) No publicly distributed printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank” by name, or the rights, powers, or duties of Escrow Agent under this Agreement, shall be issued by the Parties, or on their behalf, without the prior written consent of Escrow Agent, except to the extent such disclosure is required by applicable law.

10 WEIL:\97837370\4\44114.0033 (l) This Agreement and the Merger Agreement taken together shall constitute the entire agreement among the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements (whether written or oral and whether express or implied) by or among the parties hereto to the extent related to the subject matter of this Agreement. The terms and conditions of this Agreement will control the actions, duties, and obligations of Escrow Agent. To the extent there is a conflict between the terms and provisions of this Agreement and the Merger Agreement, (i) as between the Parties, the terms and provisions of the Merger Agreement will control and (ii) to the extent governing the actions of Escrow Agent, the terms and conditions of this Agreement shall control. (m) Know Your Client Requirements. The Parties hereby acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal Law may require certain financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may reasonably request in order to comply with applicable anti-money laundering rules and regulations, including each Party’s name, physical address, tax identification number and other information that is reasonably required to assist the Escrow Agent in identifying and verifying each Party’s identity in order to comply with applicable anti- money launder rules and regulations, such as organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information. (n) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires Escrow Agent to implement reasonable procedures to verify the identity of any Person that opens a new account with it. Accordingly, the Parties acknowledge that Section 326 of the USA PATRIOT Act and Escrow Agent’s internal policies require Escrow Agent to follow reasonable procedures to verify the identity of the Parties, including, without limitation, each Parties’ name, address and organizational documents (“identifying information”). The Parties agree to provide Escrow Agent with and consent to Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by Escrow Agent in connection with the transactions contemplated hereby. [Signature Pages Follow]

[SIGNATURE PAGE TO ESCROW AGREEMENT] WEIL:\97837370\4\44114.0033 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. PARENT: Columbus McKinnon Corporation By: ___________________________________ Name: _________________________________ Title: __________________________________

[SIGNATURE PAGE TO ESCROW AGREEMENT] WEIL:\97837370\4\44114.0033 REPRESENTATIVE: Precision TopCo LP By: ___________________________________ Name: _________________________________ Title: __________________________________ By: ___________________________________ Name: _________________________________ Title: __________________________________

[SIGNATURE PAGE TO ESCROW AGREEMENT] WEIL:\97837370\4\44114.0033 ESCROW AGENT: CITIBANK, N.A. By: ___________________________________ Name: _________________________________ Title: __________________________________

[SCHEDULE 1-A TO ESCROW AGREEMENT] WEIL:\97837370\4\44114.0033 SCHEDULE 1-A SCHEDULE OF PARENT’S AUTHORIZED REPRESENTATIVES Telephone Numbers and Authorized Signatures for Person(s) Designated to Give Joint Directions and Confirm Funds Transfer Instructions The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Parent, and are authorized to initiate and approve transactions for the Escrow Account established under this Agreement on behalf of Parent. The below listed Persons have also been designated as contacts for confirmation of funds transfer instructions as provided for in Section 4(f) to this Agreement, and will be notified by Escrow Agent upon the release of any Escrow Funds from the Escrow Account. Name Business/Cellphone Telephone Numbers Signature 1. 2. All instructions, including but not limited to funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an e-mail, must include the signature of at least one Authorized Representative authorizing said funds transfer on behalf of each Party.

[SCHEDULE 1-B TO ESCROW AGREEMENT] WEIL:\97837370\4\44114.0033 SCHEDULE 1-B SCHEDULE OF REPRESENTATIVE’S AUTHORIZED REPRESENTATIVES Telephone Numbers and Authorized Signatures for Person(s) Designated to Give Joint Directions and Confirm Funds Transfer Instructions The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of the Representative, and are authorized to initiate and approve transactions for the Escrow Account established under this Agreement on behalf of the Representative. The below listed Persons have also been designated as contacts for confirmation of funds transfer instructions as provided for in Section 4(f) to this Agreement, and will be notified by Escrow Agent upon the release of any Escrow Funds from the Escrow Account. Name Business/Cellphone Telephone Numbers Signature 1. 2. All instructions, including but not limited to funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an e-mail, must include the signature of at least one Authorized Representative authorizing said funds transfer on behalf of each Party.

WEIL:\97837370\4\44114.0033 SCHEDULE 2 SCHEDULE OF ESCROW AGENT FEES Acceptance Fee To cover the acceptance of the Escrow Agency appointment, the study of the Escrow Agreement, and supporting documents submitted in connection with the execution and delivery thereof, and communication with other members of the working group: Fee: WAIVED Administration Fee The annual administration fee covers maintenance of the Escrow Account including safekeeping of assets in the Escrow Account, normal administrative functions of Escrow Agent, including maintenance of Escrow Agent’s records, follow-up of the Escrow Agreement’s provisions, and any other safekeeping duties required by Escrow Agent under the terms of the Escrow Agreement. Fee is based on Escrow Amount being deposited in a non-interest bearing deposit account, FDIC insured to the applicable limits: Fee: WAIVED Tax Preparation Fee To cover preparation and mailing of Forms 1099-INT, if applicable for the escrow parties for each calendar year: Fee: WAIVED Transaction Fees To oversee all required disbursements or release of property from the Escrow Account to any escrow party, including cash disbursements made via check and/or wire transfer, fees associated with postage and overnight delivery charges incurred by Escrow Agent as required under the terms and conditions of the Escrow Agreement: Fee: WAIVED Other Fees Material amendments to the Agreement: additional fee(s), if any, to be discussed at time of amendment.

WEIL:\97837370\4\44114.0033 EXHIBIT A JOINT DIRECTION TO: Citibank, N.A. as Escrow Agent 388 Greenwich Street, 29th Floor New York, NY 10013 Attn: William T. Lynch This certificate is issued as of the [] day of [], [], pursuant to Section 4 of that certain Escrow Agreement, dated as of [], 2021 (the “Escrow Agreement”), by and among Columbus McKinnon Corporation, a New York corporation (“Parent”), Precision TopCo LP, (the “Representative”) and Citibank, N.A., as Escrow Agent (“Escrow Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Escrow Agreement. Parent and the Representative hereby jointly instruct Escrow Agent to pay to [RECIPIENT] an amount equal to $[] out of the Escrow Account, by wire transfer to: [INSERT WIRE INSTRUCTIONS] Each of the undersigned hereby represents and warrants that it has been authorized to execute this certificate. This certificate may be signed in counterparts. PARENT: Columbus McKinnon Corporation By: ___________________________________ Name: _________________________________ Title: __________________________________ REPRESENTATIVE: Precision TopCo LP By: ___________________________________ Name: _________________________________ Title: __________________________________

18 WEIL:\97837370\4\44114.0033 EXHIBIT B CERTIFICATE OF RELEASE ORDER TO: Citibank, N.A. as Escrow Agent 388 Greenwich Street, 29th Floor New York, NY 10013 Attn: William T. Lynch Pursuant to, and in accordance with, Section 4 of that certain Escrow Agreement, dated as of [], 2021 (the “Escrow Agreement”), by and among Precision TopCo LP, a Delaware limited partnership (the “Representative”), Columbus McKinnon Corporation, a New York corporation (“Parent”) and Citibank, N.A., as escrow agent (“Escrow Agent”), the undersigned hereby certifies to Escrow Agent and [Parent]/[Representative] that: 1. attached is a Release Order pursuant to which Escrow Agent is authorized to promptly disburse $[] from the Escrow Funds to [name of applicable recipient] to [insert wire instructions] and Escrow Agent is instructed to comply with such Release Order; 2. the Release Order is final and from a court of competent jurisdiction; 3. Escrow Agent shall be entitled to conclusively rely on the attached Release Order without further investigation; and 4. [Parent]/[Representative] [are/is] delivering a copy of this Certificate of Order simultaneously to [Parent]/[Representative]. Capitalized terms not defined herein shall have the meanings ascribed to them in the Escrow Agreement. Dated: PARENT: Columbus McKinnon Corporation By: _________________________ Name: _______________________ Title: ________________________ REPRESENTATIVE: Precision TopCo LP By: _________________________ Name: _______________________ Title: ________________________

WEIL 97824360V.14 Exhibit C Letter of Transmittal [See attached.]

1 WEIL:\97827545\9\44114.0033 FORM OF LETTER OF TRANSMITTAL For the Exchange of Company Shares of PRECISION BLOCKER, INC. Surrendered for Cash Payment in Connection with the Merger of DORNER MERGER SUB, INC. with and into PRECISION BLOCKER, INC., This Letter of Transmittal (this “Letter of Transmittal”), including a properly completed and duly executed IRS Form W-9 (or, for non-United States persons, the appropriate IRS Form W-8), is to be delivered to surrender book entries representing Company Shares, of Precision Blocker, Inc., a Delaware corporation (the “Company”), in connection with the merger of Dorner Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), with and into the Company, which shall continue as the surviving corporation in the merger (“Surviving Company”) pursuant to the Agreement and Plan of Merger, dated March 1, 2021 (the “Merger Agreement”), by and among (i) Columbus McKinnon Corporation, a New York corporation (“Parent”), (ii) Merger Sub, (iii) the Company and (vi) Precision TopCo LP, a Delaware limited partnership, solely in its capacity as the representative of the Company Equityholders thereunder (the “Representative”). This Letter of Transmittal may be delivered (a) using Citibank, N.A. (the “Payments Administrator”) online platform, or (b) to the address of the Payments Administrator set forth immediately below by (i) hand delivery, (ii) registered mail or (iii) UPS overnight delivery or other overnight courier services. Please retain a copy of this Letter of Transmittal and any other required materials for your records. Citibank, N.A. 10300 SW Allen Blvd. Beaverton, OR 97005 Attn: Precision Blocker, Inc. Payment Administrator Email: cpb.paying.agent@citi.com For information call: (646) 282-1805 Following the first anniversary of the Closing Date, this Letter of Transmittal, once completed and signed, should be returned by registered mail, hand delivery or overnight courier delivery to the Surviving Company at the following address: Columbus McKinnon Corporation Legal Department 205 Crosspoint Parkway Getzville, NY 14068 Attention: General Counsel Email: alan.korman@cmworks.com THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR BY A MEANS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT SUBMISSIONS WILL BE ACCEPTED.

2 WEIL:\97827545\9\44114.0033 Ladies and Gentlemen: Reference is hereby made to the Merger Agreement by and among (i) Parent, (ii) Merger Sub, (iii) the Company, and (iv) the Representative. Capitalized terms used and not otherwise defined in this Letter of Transmittal shall have their respective meanings set forth in the Merger Agreement. Company Shares In connection with the merger of Merger Sub, with and into Precision Blocker, Inc., whereby the Company will continue as the surviving corporation (the “Surviving Company”), the undersigned herein surrenders to the Payments Administrator all rights in and to the book entries representing the shares of the Company, par value $0.001 per share (“Company Shares”), issued and outstanding immediately prior to the Effective Time (other than each Company Share that is issued and outstanding immediately prior to the Effective Time and which is held by a Company Equityholder who has properly exercised and perfected appraisal rights with respect thereto in accordance with the DGCL (the “Dissenting Shares”)). The undersigned acknowledges and agrees that the Company Shares are uncertificated and evidenced by book entry only. The undersigned hereby directs that such Company Shares be surrendered to the Payments Administrator. At the Effective Time, each Company Share (other than the Dissenting Shares or Excluded Shares) will automatically be cancelled and converted into the right to receive, subject to Section 3.2(a) and (f) of the Merger Agreement, the Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any). Each Company Share (other than the Dissenting Shares or Excluded Shares), when so converted, will no longer be outstanding and will automatically be cancelled and shall cease to exist, and holders of Company Shares immediately prior to the Effective Time will not have any rights with respect thereto, except the right to receive the applicable Allocable Portion of (a) the Merger Consideration, and (b) the Additional Merger Consideration, if any, subject to Section 3.2(a) and (f) of, and the other terms and conditions set forth in, the Merger Agreement, without any interest thereon. If the Payments Administrator receives this duly executed Letter of Transmittal and/or any required Tax forms (collectively, the “Transmittal Documentation”), in a form reasonably satisfactory to the Payments Administrator, in consultation with the Representative, at least two (2) Business Days prior to the Closing Date, the Payments Administrator will hold the Transmittal Documentation in escrow on behalf of the undersigned until the Effective Time, at which time the Company Shares will be cancelled and this Letter of Transmittal shall be deemed effective, and the Payments Administrator will, in accordance with the terms of the Merger Agreement, pay, or cause to be paid, the Allocable Portion of the Merger Consideration and, when payable following the Closing, the Allocable Portion of the Additional Merger Consideration (if any) to the undersigned in respect of each Company Share surrendered by the undersigned hereby. If the Payments Administrator receives the duly signed and completed Transmittal Documentation, in a form reasonably satisfactory to the Payments Administrator (in consultation with the Representative), after the Closing Date, then promptly, and in any event no later than two (2) Business Days after such receipt, the Payments Administrator will, in accordance with the terms of the Merger Agreement, pay, or cause to be paid, the Allocable Portion of the Merger Consideration and, when payable following the Closing, the Allocable Portion of the Additional Merger Consideration (if any) to the undersigned in respect of each Company Share surrendered by the undersigned hereby. In the event that the Merger Agreement is validly terminated in accordance with its terms and the Closing does not occur, the Company Share(s) shall not be cancelled, no consideration shall be payable therefor, and this Letter of Transmittal and the representations, warranties, covenants and agreements of the undersigned contained herein shall be deemed null and void. At the Effective Time, the stock transfer books of the Company will be closed and thereafter there will be no further registration of transfers of Company Shares that were outstanding prior to the Effective Time. The surrender of the Company Shares shall become irrevocable upon the Effective Time. From and after the Effective Time, the

3 WEIL:\97827545\9\44114.0033 holders of Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares other than the right to receive such holder’s Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any) to be paid in respect of the Company Shares, or, in the case of a holder of Dissenting Shares, to perfect his, her or its right to receive payment for his, her or its Company Shares pursuant to the DGCL, except as otherwise provided for herein or by applicable Law. 1. Waiver of Dissenters and Appraisal Rights BY DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE PAYMENTS ADMINISTRATOR, THE UNDERSIGNED, AS A HOLDER OF COMPANY SHARES, HEREBY (I) FOREVER WAIVES ALL DISSENTERS RIGHTS UNDER APPLICABLE DELAWARE LAW IN CONNECTION WITH THE MERGER AND (II) WITHDRAWS ALL WRITTEN OBJECTIONS TO THE MERGER AND/OR DEMANDS FOR APPRAISAL, IF ANY, WITH RESPECT TO THE COMPANY SHARES OWNED OR FORMERLY OWNED BY THE UNDERSIGNED SUBMITTED AND SURRENDERED HEREWITH AND THE COMPANY ACCEPTS SUCH WITHDRAWAL. A COPY OF SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, WHICH GOVERNS THE APPRAISAL RIGHTS OF THE SECURITYHOLDERS OF THE COMPANY, IS ATTACHED HERETO AS ANNEX A. 2. Ratification of the Merger The undersigned hereby acknowledges, confirms, ratifies, consents to and approves, and to the extent applicable, accepts and agrees, (i) the Merger, the Merger Agreement, the Ancillary Transaction Documents and such other agreements, documents and instruments contemplated thereby, (ii) the actions of the board of directors of the Company on or prior to the date hereof in connection with the Merger and the Merger Agreement, the Ancillary Transaction Documents and such other agreements, documents and instruments contemplated thereby, and (iii) to be bound by Sections 3.2(f), 3.5, and 6.6 of the Merger Agreement, as applicable. 3. Agreements of the Company Equityholders with respect to the Appointment of Representative and Other Matters By delivery of this Letter of Transmittal, the undersigned hereby acknowledges, confirms, ratifies and consents to the appointment of Precision TopCo LP as the Representative under Section 12.15(a) and (b) of the Merger Agreement and all other provisions set forth in Section 12.15 of the Merger Agreement, and hereby designates, appoints, authorizes and empowers the Representative to act as a representative for the benefit of the undersigned as agent and attorney-in-fact for and on behalf of the undersigned in its capacity as a Company Equityholder, with full power of substitution, to act in the name, place and stead of the undersigned under the Merger Agreement and under each other Ancillary Transaction Document to which the Representative is a party and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative hereunder or under each other Ancillary Transaction Document to which the Representative is a party and to accept on behalf of the undersigned service of process and any notices required to be served on the undersigned. All such actions shall be deemed to be facts ascertainable outside this Letter of Transmittal and shall be binding on the undersigned as a matter of contract law. The power of attorney granted pursuant to Section 12.15(a) of the Merger Agreement and hereunder is coupled with an interest and is irrevocable, may be delegated by the Representative and shall survive the death or incapacity of the undersigned. Such agency may be changed by the holders of a majority in interest of the Company Shares from time to time (including in the event of the death, disability or other incapacity of a Representative that is an individual), and any such successor shall succeed the Representative as the representative of the undersigned hereunder. For the avoidance of doubt, any compromise or settlement of any matter by the Representative hereunder shall be binding on, and fully enforceable against, the undersigned and all other Company Equityholders. In particular, the Representative’s power and authority shall include (without limitation and in addition to the Representative’s powers, duties and authority as set forth in Section 12.15 of the Merger Agreement) the full power and authority on the undersigned’s behalf: (i) to execute and deliver such waivers and consents in connection with the Merger Agreement and the other Ancillary Transaction Documents and the consummation of the Merger and other transactions

4 WEIL:\97827545\9\44114.0033 contemplated thereby as the Representative, in its sole discretion, may deem necessary or desirable, including any amendments or modifications to the Merger Agreement or the other Ancillary Transaction Documents; (ii) to enforce and protect the rights and interests of the undersigned and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to the Merger Agreement and the other Ancillary Transaction Documents and the other agreements contemplated thereby or the Merger and other transactions provided for therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Merger Agreement or the other Ancillary Transaction Documents for and on behalf of the Company Equityholders. Without limiting the generality of the foregoing, the Representative may (A) assert any claim or institute any Proceeding, (B) investigate, defend, contest or litigate any Proceeding initiated by Parent, or any other Person, or by any Governmental Body against the Representative or the undersigned, (C) receive process on behalf of the undersigned in any such Proceeding and compromise or settle on such terms as it shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Proceeding, (D) file any proofs of debt, claims and petitions as it may deem advisable or necessary, and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Proceeding (it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions); (iii) to refrain from enforcing any right of the undersigned, arising out of or under or in any manner relating to the Merger Agreement or the other documents contemplated thereby; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in the Merger Agreement or the other Ancillary Transaction Documents, shall be deemed a waiver of any such right or interest by the Representative or by the undersigned unless such waiver is in writing signed by the waiving party or by the Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Merger and other transactions contemplated by the Merger Agreement and the other Ancillary Transaction Documents, and all other agreements, documents or instruments referred to herein or therein or executed in connection therewith; (v) to terminate the Merger Agreement if the Company is entitled to do so; (vi) to give and receive all notices and communications to be given or received under the Merger Agreement and to receive service of process in connection with any claims under the Merger Agreement and the other Ancillary Transaction Documents, including service of process in connection with any arbitration; (vii) to determine whether to deliver a Dispute Notice and to resolve any disputes regarding the Statements, respectively; and (viii) to make or receive any payments or to pay any expenses under or in connection with the Merger Agreement or the other Ancillary Transaction Documents or on behalf of the undersigned, including by using the Representative Holdback Amount (and any interest or earnings thereon) to satisfy costs, expenses and/or liabilities of the Representative in connection with matters related to this Letter of Transmittal or the other Ancillary Transaction Documents, with any balance of the Representative Holdback Amount not used for such purposes to be disbursed and paid, at such time as the Representative determines, in its sole discretion, that no additional such costs, expenses or liabilities shall become due and payable, to the Company Equityholders in accordance with Section 12.5(c) of the Merger Agreement, which, for the avoidance of doubt, shall not be prior to the determination of the Closing Merger Consideration.

5 WEIL:\97827545\9\44114.0033 By delivery of this Letter of Transmittal, the undersigned agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of the undersigned and shall be binding on any successor thereto. By delivery of this Letter of Transmittal, the undersigned hereby acknowledges and agrees to severally, for itself only and not jointly and up to the Allocable Portion of the Merger Consideration and any Additional Merger Consideration received by the undersigned, indemnify and hold harmless the Representative and its partners, managers, officers, affiliates, agents and other representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of the Merger Agreement, Escrow Agreement and Payments Administration Agreement or any other Ancillary Transaction Document. The Representative shall have the right, in its sole discretion, to recover from any amounts withheld by the Representative, including without limitation, the Representative Holdback Amount, its reasonable out-of-pocket expenses incurred in the performance of its duties under this Letter of Transmittal, the Merger Agreement or any Ancillary Transaction Document (the “Charges”). The Representative Holdback Amount shall be retained by the Representative until such time as the Representative shall determine, and, subject to the terms of the Merger Agreement, the balance of the Representative Holdback Amount if any, shall be delivered by the Representative or its designees to the undersigned in accordance with its Allocable Portion and Section 12.5(c) of the Merger Agreement. 4. Acknowledgments By executing and delivering this Letter of Transmittal, the undersigned acknowledges that the undersigned will not receive the Allocable Portion of the Merger Consideration or any Additional Merger Consideration for the undersigned’s Company Shares unless and until (i) all of the conditions to the Merger set forth in the Merger Agreement have been satisfied or waived by the appropriate party and the Merger is consummated, and (ii) the undersigned delivers duly signed and completed Transmittal Documentation. All questions as to validity, form and eligibility of any Transmittal Documentation and surrender of Company Shares hereby will be determined by the Payments Administrator (in consultation with the Representative) and such determination shall be final and binding. The undersigned hereby acknowledges and agrees that payment for Company Shares surrendered hereunder will be made to the undersigned in accordance with the terms of the Merger Agreement, (a) with respect to the undersigned’s Allocable Portion of the Closing Merger Consideration, upon the earlier of (x) the Closing Date, if the duly signed and completed Transmittal Documentation was delivered to the Payments Administrator at least two Business Days prior to the Closing Date or (y) as promptly as practicable following delivery, if the duly signed and completed Transmittal Documentation are delivered to the Payments Administrator at any time following the date that is at least two Business Days prior to the Closing Date, and (b) with respect to the undersigned’s Allocable Portion of the Additional Merger Consideration (if any), following Closing following such time as such Additional Merger Consideration becomes due and payable under the Merger Agreement, provided that the undersigned has delivered duly signed and completed Transmittal Documentation to the Payments Administrator prior to such time. The undersigned understands that by surrendering the Company Share(s), the undersigned also surrenders Company Shares that may be issued to the undersigned prior to the Effective Time. The undersigned hereby acknowledges and agrees that its Allocable Portion of the Merger Consideration and any Additional Merger Consideration (if any) received in exchange for the Company Shares surrendered herewith constitutes the entire and total consideration to which the undersigned is entitled pursuant to the terms of the Merger Agreement and, upon the Effective Time, the undersigned will cease to have any rights with respect to or arising from the Company Shares, except the right to receive its Allocable Portion of the Merger Consideration and any Additional Merger Consideration (if any) in accordance with the Merger Agreement, the Escrow Agreement, the Payments Administration Agreement, this Letter of Transmittal and any other Ancillary Transaction Document, as applicable. The undersigned acknowledges the provisions of the Merger Agreement, including the deposit of the Escrow Amounts in accordance with the Merger Agreement and the Escrow Agreement and the payment or release of any such amount in accordance with the Merger Agreement, the Payments Administration Agreement, the Escrow Agreement and any other applicable Ancillary Transaction Document, and agrees not to contest such terms.

6 WEIL:\97827545\9\44114.0033 Effective as of the Closing, the undersigned (on behalf of itself and its controlled Affiliates and Subsidiaries (including the Group Companies)) hereby irrevocably and unconditionally releases, remises and forever discharges Parent, any Group Company, their Affiliates and their respective members, managers, officers, directors, stockholders, partners, employees, agents and attorneys, and each of them (collectively, the “Parent Released Parties”), from any and all rights, claims, and Proceedings (whether known or unknown, liquidated or contingent and whether arising in Law, in equity or otherwise) that it has had or now has and irrevocably covenants not to bring or threaten to bring, directly or indirectly, or otherwise join in any claim (including claims of contribution) or Legal Proceeding against any of the Parent Released Parties relating to, arising out of or in connection with any facts or circumstances relating to any of the Group Companies which existed on or prior to the Closing Date; provided, however, that the foregoing shall not apply to any claim specifically provided for under the Merger Agreement or this Letter of Transmittal or with respect to any Parent Released Parties, any other Ancillary Transaction Document to which any such Parent Released Party is a party. The undersigned acknowledges that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The undersigned acknowledges that such provisions are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, the undersigned agrees, on behalf of itself and its Affiliates, that, effective as of the Closing Date, the undersigned, on behalf of itself and its Affiliates, shall be deemed to waive any such provision. The undersigned represents to Parent that such party has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any claim against any Parent Released Party and notwithstanding anything to the contrary in this Letter of Transmittal, no such assignment or transfer shall be permitted and any purported assignment or transfer shall be legally ineffective. 5. Further Assurances The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by Parent, Merger Sub or the Surviving Company to be necessary or desirable to complete the exchange of the Company Shares for the Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any). All authority conferred or agreed to be conferred in this Letter of Transmittal and each obligation of the undersigned hereunder and under any additional documents executed and delivered by the undersigned shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death, incapacity or bankruptcy of the undersigned. 6. Representations and Warranties. The undersigned hereby represents and warrants to each of the Company, Parent, Merger Sub, the Surviving Company and the Representative as of the date of this Letter of Transmittal and as of the Closing Date and, to the extent applicable, acknowledges and agrees as follows: A. Authorization of Letter of Transmittal. The undersigned has all requisite power and authority, or legal capacity, as applicable, to execute and deliver this Letter of Transmittal and the other Transmittal Documentation, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, the surrender of the Company Shares. The execution and delivery of this Letter of Transmittal and the other Transmittal Documentation by the undersigned and the consummation by the undersigned of the transactions contemplated hereby have, to the extent applicable, been duly authorized by all necessary action on the part of the undersigned and no other organizational proceedings on the part of the undersigned are necessary to authorize the execution and delivery of this Letter of Transmittal and the other Transmittal Documentation or consummate the transactions contemplated hereby. This Letter of Transmittal and the other Transmittal Documentation has been duly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms. B. Title; Ownership. As of immediately prior to the Effective Time, the undersigned will have (or, if this Letter of Transmittal is executed and delivered after the Effective Time, had) good and valid title to, the Company Shares listed below in “BOX B” free and clear of all Liens (other than as set forth in restrictions pursuant to federal and state securities laws). The undersigned is the sole record and beneficial owner of the Company Shares surrendered pursuant to the terms of this Letter of Transmittal (the “Surrendered Shares”) and does not hold or own any additional Company Shares other than the Surrendered Shares.

7 WEIL:\97827545\9\44114.0033 C. No Conflicts. Neither the execution and the delivery of this Letter of Transmittal and the other Transmittal Documentation, nor the consummation of the transactions contemplated hereby, nor the compliance with any of the provisions hereof or thereof will (a) violate any law, judgment, writ or injunction of any governmental authority to which the undersigned or the Surrendered Shares are subject, (b) if the undersigned is not a natural person, violate the terms of any articles or certificate of incorporation, bylaws, limited liability company agreement, partnership agreement, or similar organizational document to which the undersigned is a party, (c) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, result in the creation of a lien, result in the acceleration of, create in any person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, permit, certificate, order, injunction, judgment, ruling or other arrangement to which the undersigned is a party or by which the undersigned is bound or to which any of the undersigned’s assets, including the Surrendered Shares), are subject. D. Merger Agreement. The undersigned has received, read and understands the Merger Agreement, this Letter of Transmittal (including all schedules and exhibits thereto or hereto). The undersigned has received sufficient information describing the Merger and the covenants and obligations set forth in the Merger Agreement applicable to the undersigned and hereby confirms and agrees to be bound by such terms of the Merger Agreement applicable to the undersigned (including, but not limited to, those terms described in this Letter of Transmittal). E. Spousal Consent. If the undersigned is a natural person, unless the signature of the undersigned’s spouse appears on a spousal consent in the form of Exhibit A hereto, the undersigned represents and warrants to the Company, the Payments Administrator, Parent, and Merger Sub that the undersigned is not married or that the undersigned’s and his or her legal spouse’s primary residence is in a state that is not a community property state or that such spouse has no actual, community, equitable or beneficial property interest in any of the Company Shares or proceeds thereof. By signing below, the undersigned’s spouse consents to the transactions contemplated by the Merger Agreement and this Letter of Transmittal, including the surrender of the Company Shares (and such spouse’s interest therein (if any)) hereunder and agrees not to take any action, or omit to take any action, that would, or would reasonably be likely to, hinder the operation of this Letter of Transmittal, including the transfer of the Company Shares (and such spouse’s interest therein (if any)) and agrees to be bound hereby to the same extent the undersigned is found. F. Good Standing. If the undersigned is a corporation, limited liability company or partnership, the undersigned is duly organized, validly existing and, to the extent such concept is recognized, in good standing under the Laws of its state of organization. G. Accuracy. The undersigned certifies, represents and warrants that the information included by or on behalf of the undersigned in this Letter of Transmittal and the IRS Form W-9 is true, correct and complete. The undersigned is strongly urged to consult with legal, tax and/or financial advisor(s) of the undersigned’s choosing regarding the consequences to the undersigned of the Merger, the Merger Agreement, and the undersigned’s execution of this Letter of Transmittal, and acknowledges that the undersigned (a) availed himself, herself or itself of such right and opportunity (to the extent that the undersigned so desired); (b) has carefully reviewed and understands the terms of the foregoing documents and the transactions contemplated thereby and deems them to be in the undersigned’s best interest; and (c) is competent to execute this Letter of Transmittal free from coercion, duress or undue influence. 7. Confidentiality The undersigned acknowledges that the success of the Group Companies after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by the undersigned, that the preservation of the confidentiality of such information by the undersigned is an essential premise of the bargain between the Stockholders, on the one hand, and Parent, on the other hand, and that Parent would be unwilling to enter into this Letter of Transmittal or the Merger Agreement in the absence of this Section 7. Accordingly, the undersigned agrees not to[, and shall direct its Affiliates not to,] disclose or use, directly or indirectly, without the prior written consent of Parent, any information concerning the businesses and affairs of the Company or any of its Subsidiaries (“Confidential Information”); provided, however, that Confidential Information shall not include (i) information now, or which hereafter becomes, generally known or readily available to the public or (ii) information that becomes available to the undersigned on a non-confidential basis from a Person that the undersigned does not know, and should not reasonably

8 WEIL:\97827545\9\44114.0033 know, to be subject to an obligation to protect the confidentiality of such information. Notwithstanding anything to the contrary, the undersigned and its Affiliates may disclose this Letter of Transmittal, the Ancillary Transaction Documents and its and their terms and conditions to the extent required pursuant to any applicable Law or other legal or regulatory process (in which case the undersigned will inform Parent in writing of such request or obligation as promptly as practical after the undersigned is informed of it and, if possible, before any information is disclosed, so that Parent may seek, at its sole cost and expense, a protective order or other appropriate remedy) or to its limited partners, advisors, members or other investors or potential investors (subject to customary confidentiality obligations) in connection with its fundraising, marketing or investing activities, or operations of its investment and management businesses in the ordinary course of business. [The undersigned agrees that it shall be responsible for any breach or violation of the provisions of this Section 7 by any of its Affiliates or its or its Affiliates’ representatives.] [Parent acknowledges and agrees that certain officers, directors, and employees of those Affiliates and portfolio companies of the undersigned who serve on the board of directors (or similar governing body) of one or more of such entities may also serve as a representative of the undersigned in another position or role (a “Dual Representative”) and no such entities will be deemed to have received such Confidential Information solely as a result of any such Person holding any such position or role; provided, that for the avoidance of doubt, such Dual Representative has not disclosed Confidential Information to such entities in such capacity.] 8. Governing Law; Jurisdiction A. This Letter of Transmittal, and any Proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Letter of Transmittal or the negotiation, execution or performance of this Letter of Transmittal or the transactions contemplated hereby will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply. B. The undersigned (i) irrevocably agrees that all actions (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Letter of Transmittal, or the negotiation, execution or performance of this Letter of Transmittal (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Letter of Transmittal or as an inducement to enter into this Letter of Transmittal) shall brought and determined only in the Delaware Chancery Court and any state court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware and any federal appellate court therefrom), and the undersigned (along with each party to the Merger Agreement) irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Proceeding arising out of or relating to the Merger Agreement, the other Ancillary Transaction Documents and the transactions contemplated hereby or thereby. The undersigned (along with each party to the Merger Agreement) agrees not to commence any Legal Proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein, and no party shall file a motion to dismiss any Legal Proceeding filed in a state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non conveniens. The undersigned (along with each party to the Merger Agreement) irrevocably agrees that venue would be proper in any of the courts in Delaware described above, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of Legal Proceeding. The undersigned (along with each party to the Merger Agreement) further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12.7 of the Merger Agreement. Nothing herein or in the Merger Agreement will affect the right of the undersigned or any party to the Merger Agreement to serve process in any other manner permitted by Law. C. THE UNDERSIGNED HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION (WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY OR OTHERWISE) DIRECTLY OR

9 WEIL:\97827545\9\44114.0033 INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OF TRANSMITTAL OR THE TRANSACTIONS CONTEMPLATED HEREBY. * * *

WEIL:\97827545\9\44114.0033 All Sellers must complete Boxes A, B, and IRS Form W-9 (or, if applicable, the appropriate IRS Form W-8). Please also read the “General Instructions” on page 10. BOX A – Signature of Registered Securityholder(s) (Must be signed by all registered Securityholders, exactly as name appears as a book entry on the Company’s transfer books or by person(s) authorized to become registered Securityholder(s) by certificates and documents transmitted herewith. Include legal capacity if signing on behalf of an entity) Signature of Holder: __________________________________________________________________ Date: ______________________________________________________________________________ Name: _________________________________________________________________________________ (Please Print) Title of Signing Party: ________________________________________________________________ (if entity, trustee or other authorized party) If additional signatures are required, use the fields below. Signature: __________________________________________________________________________ Date: ______________________________________________________________________________ Name: _________________________________________________________________________________ (Please Print) Title of Signing Party: ________________________________________________________________ BOX B – Description of Shares Surrendered Class of Shares Number of Company Shares Total Number of Shares:

WEIL:\97827545\9\44114.0033 BOX C – Alternate Payment Instructions BOX D – One Time Delivery Instructions To be completed ONLY if the check is to be issued in the name(s) of someone other than the registered holder(s) in Box E. ISSUE TO: To be completed ONLY if the check is to delivered to an address other than that listed in Box E. MAIL TO: Name Name Street Address Street Address City, State and Zip Code City, State and Zip Code Please remember to complete and sign the attached IRS Form W-9 or, if applicable, the appropriate IRS Form W-8. If Box C is checked, please provide an IRS Form W-9 (or, if applicable, the appropriate IRS Form W-8) for both the registered holder and the payment recipient. NOTICE TO NON-RESIDENT ALIEN INDIVIDUALS OR FOREIGN ENTITIES (e.g. foreign corporation, partnership or trusts): DO NOT COMPLETE THE ATTACHED IRS FORM W-9. COMPLETE THE APPROPRIATE IRS FORM W-8, AVAILABLE AT www.irs.gov OR CALL 866-927-3919 FOR A COPY OF THE APPROPRIATE IRS FORM W-8. COMPLETE AND RETURN THE APPROPRIATE IRS FORM W-8. FAILURE TO DO SO WILL SUBJECT YOU TO FEDERAL BACKUP WITHHOLDING AT THE CURRENT APPLICABLE RATE. PLEASE NOTE: REVIEW OF IRS W-8 FORMS MAY TAKE ADDITIONAL PROCESSING TIME.

WEIL:\97827545\9\44114.0033 BOX E – Name and Address of Registered Securityholder(s) Registered Securityolder Name: __________________________________________________________ Mail Notices to the Attention of: _________________________________________________________ Address: ____________________________________________________________________________ ___________________________________________________________________________ City: _______________________ State/Province: _________________Postal Code: _______________ Country: ____________________________________________________________________________ Email Address: _______________________________________________________________________ Telephone Number: ___________________________________________________________________ BOX F – Medallion Guarantee If you have completed Box C or all registered holders are not listed on the bank account provided in Box G (if you elected a wire payment), your signature must be Medallion Guaranteed by an eligible financial institution. Dated (Apply Medallion Signature Guarantee Stamp Here) Authorized Signature Name (Please Print) Title (Please Print) Name of Firm Area Code & Telephone No. Address _____________________________ Note: A notarization by a notary public is not acceptable

WEIL:\97827545\9\44114.0033 BOX G – Bank Wire or ACH Instructions NOTE: If you do not complete the information below, a check for the proceeds will be delivered to you at the address provided in Box E. If the name on the bank account does not match the registration or does not include all registered holders, a medallion guarantee is required in Box F. In connection to the above referenced merger, please remit the entitled funds as follows: Account Type (Checking or Savings): ____________________________________________________________ Bank Name: ________________________________________________________________________________ ABA Routing Number: _______________________________________________________________________ Beneficiary/Account Holder Name: _____________________________________________________________ Bank Account Number: _______________________________________________________________________ SWIFT/BIC: ________________________________________________________________________________ IBAN: ____________________________________________________________________________________ Intermediary Bank ABA Routing Number: ________________________________________________________ Intermediary SWIFT/BIC Code: ________________________________________________________________ FFC | Account Name: _________________________________________________________________________ FFC | Account Number: _______________________________________________________________________ By completion of Box G, the registered Securityholder hereby agrees that the above electronic payment instructions are true and correct and by endorsing this Letter of Transmittal the person authorized to act on behalf of this account is directing Parent to make, or cause to be made, payment of the Merger Consideration and Additional Merger Consideration (if any) represented by this Letter of Transmittal to the bank account listed above.

WEIL:\97827545\9\44114.0033 General Instructions Please read this information carefully.  BOX A-Signatures: All registered Securityholders must sign as indicated in Box A. If you are signing on behalf of a registered Securityholder, your signature must include your legal capacity. o If any of the Company Shares surrendered hereby are held of record by two or more joint owners, then all such owners must sign this Letter of Transmittal. o If any of the Company Shares surrendered hereby are registered in the Company’s share register or transfer books as book entries in different names then it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Company Shares in the Company’s share register or transfer book as book entries. o If this Letter of Transmittal or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Person acting in a fiduciary or representative capacity, then such Person should so indicate when signing, and proper evidence satisfactory to the Payments Administrator of the authority of such Person so to act must be submitted. o If this Letter of Transmittal is signed by the registered holder(s) of the Company Shares listed and surrendered hereby, then no separate stock powers are required unless payment is to be issued in the name of a Person other than the registered holder(s). See Instruction “BOX E-Signature Guarantee” below. o If this Letter of Transmittal is signed by a Person other than the registered holder(s) of the Company Shares listed and surrendered hereby, then it must be accompanied by appropriate stock powers. Signature(s) on any such stock powers must be guaranteed by an Eligible Institution. See Instruction “BOX E-Signature Guarantee” below.  BOX B- Company Shares Details: List all classes of share and the number of shares in Box B.  BOX C-Alternate Payment Instructions: Provide the alternate payment instructions (name and address) in Box C. Complete IRS Form W-9 to certify tax identification number for alternate payee of U.S. citizen, resident or entity. Signature must be that of the alternate payee indicated. See notice to non-resident aliens above. All changes in registration require a Medallion Signature Guarantee. Joint registrations must include the form of tenancy. Custodial registrations must include the name of the Custodian (only one). Trust account registrations must include the names of all current acting trustees and the date of the trust agreement.  BOX D-One Time Delivery: Any address shown in Box D will be treated as a one-time only mailing instruction.  BOX E-Current Name and Address of Registered Securityholder: Provide current address and contact information for the Registered Securityholder in Box E.  BOX F-Signature Guarantee: Box F (Medallion Guarantee) only needs to be completed if the name on the check or bank account names are or will be different from the current registration shown in Box E. This guarantee is a form of signature verification which can be obtained through an eligible financial institution such as a commercial bank, trust company, securities broker/dealer, credit union or savings institution participating in a Medallion program approved by the Securities Transfer Association. YOUR GUARANTOR (BANK/BROKER) WILL REQUIRE PROOF OF YOUR AUTHORITY TO ACT. CONSULT YOUR GUARANTOR FOR THEIR SPECIFIC REQUIREMENTS. YOU OR YOUR GUARANTOR MAY ACCESS THE SECURITIES TRANSFER ASSOCIATION (STA) RECOMMENDED REQUIREMENTS ON-LINE AT www.stai.org.  BOX G – Bank Wire and ACH Instructions: To elect a bank wire transfer, please complete Box G in its entirety. A medallion guarantee is required in Box F if all registered Securityholders are not listed on the bank account provided in Box G. Please contact your bank for questions regarding the appropriate bank routing number and account number to be used.  Deficient Presentments: If you request a registration change that is not in proper form, the required documentation will be requested from you.

WEIL:\97827545\9\44114.0033  Terms of Conversion of the Company Shares. Each Company Share will be converted at the Effective Time to the right to receive the undersigned’s Allocable Portion of the Merger Consideration and Additional Merger Consideration (if any).  Validity of Surrender, Irregularities. All questions as to validity, form and eligibility of any surrender of Company Shares hereby will be determined by the Payments Administrator the Payments Administrator in its reasonable discretion (in consultation with the Representative), and such determination shall be final and binding. The Company, the Representative and Parent reserve the right to waive any irregularities or defects in the surrender of any Company Shares and its reasonable interpretations of the terms and conditions of the Merger Agreement and of this Letter of Transmittal (including these instructions) (in each case, in consultation with the Representative) with respect to such irregularities or defects shall be final and binding. A surrender will not be deemed to have been made until all irregularities have been cured or waived.  Letter of Transmittal Required; Surrender of Share(s). You will not receive any cash for your Company Shares unless and until (i) the Merger is consummated and (ii) you deliver this Letter of Transmittal duly signed and completed, to the Payments Administrator, together with any required Tax forms and the Company Shares (except for any portion of Company Shares that are issued subsequent to your submission of this Letter of Transmittal and any required accompanying evidences of authority in form reasonably satisfactory to the Payments Administrator (in consultation with the Representative).  Request for Taxpayer Identification Number and Certification – IRS Form W-9/W-8: U.S. persons must complete IRS Form W-9 to certify such holder’s tax identification number. Please provide the social security or employer identification number of the person or entity receiving payment, including signature and date for the above described shares. Completion of the IRS Form W-9 certifies that the receiver of the payment is not subject to backup withholding. Failure to complete the IRS Form W-9 will subject the recipient to the applicable federal backup withholding from any cash payment made to the recipient pursuant to the exchange. Failure to provide the correct information on IRS Form W-9 may also subject the surrendering U.S. holder to a penalty imposed by the IRS. o Definition of U.S. Person: For U.S. federal income tax purposes, you are considered a U.S. person if you are (1) An individual who is a U.S. citizen or U.S. resident alien, (2) A corporation, company or association created or organized in the United States or under the laws of the United States, (3) An estate (other than a foreign estate), or (4) A domestic trust (as defined in U.S. Treasury regulation section 301.7701-7). Holders who own shares through pass-through entities should consult their own tax advisors. o Non-U.S. Persons: Each Securityholder that is not a U.S. person must duly complete, execute and submit an applicable IRS Form W-8 (generally, IRS Form W-8BEN or IRS Form W-8BEN-E), signed under penalty of perjury, attesting to such non-U.S. Securityholder’s foreign status, to avoid backup withholding. IRS Forms W-8 are available at the IRS website at www.irs.gov.  Returning Documents: Return this Letter of Transmittal and any required Tax forms only to the Payments Administrator via the Payments Administrator’s online platform or at the address below by mail, hand delivery or overnight delivery. The method of delivery is at your option and your risk, but it is recommended that documents be delivered via overnight delivery or some other registered method and properly insured. Citibank, N.A. 10300 SW Allen Blvd. Beaverton, OR 97005 Attn: Precision Blocker, Inc. Payment Administrator  Delivery to Surviving Company: Following the first anniversary of the Closing Date, this Letter of Transmittal and any required Tax forms must be delivered by registered mail, hand delivery or overnight courier delivery to the Surviving Company at the following address: Columbus McKinnon Corporation Legal Department 205 Crosspoint Parkway Getzville, NY 14068 Attention: General Counsel Email: alan.korman@cmworks.com

WEIL:\97827545\9\44114.0033 Exhibit A CONSENT OF SPOUSE _____________________________________ (Spouse’s Name) I, the undersigned, spouse of the Registered Equityholder, a holder of shares (the “Shares”) of Common Stock of Precision Blocker Inc., acknowledge that I have read that certain Agreement and Plan of Merger, dated as of March 1, 2021, by and among (i) Columbus McKinnon Corporation, a New York corporation (“Parent”), (ii) Dorner Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Precision Blocker Inc., a Delaware corporation, (the “Company”) and (iv) Precision TopCo LP, a Delaware limited partnership (the “Representative”) (the “Merger Agreement”), with respect to the merger of Merger Sub with and into the Company, with the Company as the surviving entity in such merger. I further acknowledge that I am familiar with the contents of the Merger Agreement and the nature, extent and value of the transactions contemplated by the Merger Agreement, including the surrender and cancellation of all of the Shares, in exchange for consideration as further described in the Letter of Transmittal to which this Consent is attached (the “Letter of Transmittal”). I hereby consent to the transactions contemplated by the Letter of Transmittal, including the surrender and cancellation of the Shares, and do hereby waive and relinquish all right, claim and interest, however arising, that I may have in the Shares, including without limitation those arising under any laws governing community property and marital and non-marital property ownership and disposition thereof or otherwise, or otherwise with respect to the Company. I agree that I will take no action at any time to challenge the validity of the Merger Agreement or the surrender and cancellation of the Shares pursuant to the Letter of Transmittal. I hereby consent to the appointment of the Representative pursuant to the Letter of Transmittal and Section 12.15 of the Merger Agreement and agree to be bound by the terms and conditions set forth in the Merger Agreement. __________________________________________ Registered Equityholder __________________________________________ Signature of Spouse __________________________________________ Print Spouse’s Name

WEIL:\97827545\9\44114.0033 Annex A DELAWARE GENERAL CORPORATION LAW SECTION 262 APPRAISAL RIGHTS 8 Del.C. 1953, § 262, Effective January 1, 2021 (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation (or, in the case of a merger pursuant to § 251(h), as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title. (2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

WEIL:\97827545\9\44114.0033 (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (4) [Repealed.] (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d),(e), and (g) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or

WEIL:\97827545\9\44114.0033 series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholder’s request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

WEIL:\97827545\9\44114.0033 (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title. (h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of

WEIL:\97827545\9\44114.0033 this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

WEIL:\97827545\9\44114.0033 IMPORTANT TAX INFORMATION Under current U.S. federal income tax law relating to backup withholding, withholding may be required on a portion of any payments made to stockholders if the appropriate certification is not provided. For purposes of these backup withholding rules, a “U.S. person” is any stockholder that is (i) an individual who is a citizen or resident of the United States, (ii) a partnership, corporation, company or association created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate (other than a foreign estate); or (iv) a domestic trust (as defined in section 301.7701- 7 of the U.S. Treasury regulations promulgated under the Internal Revenue Code of 1986, as amended). A “non-U.S. person” is any stockholder that is not a U.S. person. To avoid such backup withholding, each tendering stockholder or other payee that is a U.S. person must provide the Surviving Company with its correct taxpayer identification number (“TIN”) and certify that it is not subject to backup withholding by completing the enclosed IRS Form W-9, or otherwise establish an exemption from the backup withholding rules. In general, for an individual, the TIN is such individual’s social security number. If the Surviving Company are not provided with the correct TIN, the U.S. person may be subject to a $50 penalty imposed by the IRS, and any reportable payments made to such person may be subject to backup withholding at the applicable rate, currently 24%. Such reportable payments generally will be subject to information reporting, even if the Surviving Company are provided with a TIN. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete IRS Form W-9 if Company Shares are held in more than one name), consult the instructions to the IRS Form W-9 enclosed in this Letter of Transmittal. Certain persons (including, among others, certain corporations and certain non-U.S. persons) are not subject to these backup withholding and reporting requirements. Exempt U.S. persons should indicate their exempt status on IRS Form W-9 by checking the box marked “Exempt payee.” To satisfy the Surviving Company that a non-U.S. person qualifies as an exempt recipient, such person must submit the appropriate and properly completed applicable IRS Form W-8 (generally, IRS Form W-8BEN), signed under penalties of perjury, attesting to that person’s non-U.S. status. An IRS Form W-8 can be obtained from the Surviving Company upon request or from the IRS at its internet website: www.irs.gov. Stockholders should consult their tax advisors as to any qualification for exemption from backup withholding and the procedure for obtaining the exemption. TO AVOID U.S. FEDERAL BACKUP WITHHOLDING ON AMOUNTS PAYABLE TO YOU, COMPLETE AND RETURN THE ENCLOSED IRS FORM W-9 (IF YOU ARE A U.S. PERSON) OR AN APPLICABLE IRS FORM W-8 (IF YOU ARE NOT A U.S. PERSON).

WEIL 97824360V.14 Exhibit D Form of Amended and Restated Certificate of Incorporation [See attached.]

1 EAST\179666957.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRECISION BLOCKER INC. I. The name of this corporation is Precision Blocker Inc. (the “Corporation”). II. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808, New Castle County. The name of the Corporation’s registered agent at such address is Corporation Service Company. III. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (“DGCL”). IV. The Corporation is authorized to issue only one class of stock, to be designated Common Stock. The total number of shares of Common Stock presently authorized is One Hundred Thousand (100,000) shares, with each share having a par value of $0.001. V. A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its board of directors (“Board of Directors”). The number of directors which shall constitute the whole board of Directors shall be fixed by the Board of Directors in the manner provided in the bylaws of the Corporation (“Bylaws”). B. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. VI. A. To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of

2 EAST\179666957.2 fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. B. Any repeal or modification of this Article VI shall be prospective and shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director with respect to any acts or omissions of such director occurring prior to, such repeal or modification. VII. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which DGCL permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL. Any amendment, repeal, or modification of the foregoing provisions will not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification. VIII. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. IX. The Corporation is to have perpetual existence.

WEIL 97824360V.14 Exhibit E Form of Certificate of Merger [See attached.]

EAST\179655490.2 CERTIFICATE OF MERGER MERGING DORNER MERGER SUB INC. WITH AND INTO PRECISION BLOCKER, INC. [●], 2021 Pursuant to Title 8, Section 251 of the Delaware General Corporation Law (the “DGCL”), the undersigned corporation, organized and existing under and by virtue of the DGCL, hereby certifies that: 1. The name and state of incorporation of each of the constituent corporations of the merger (the “Constituent Corporations”) are as follows: NAME STATE OF INCORPORATION Precision Blocker, Inc. Delaware Dorner Merger Sub Inc. Delaware 2. An Agreement and Plan of Merger (the “Merger Agreement”) by and among each of the Constituent Corporations, Columbus McKinnon Corporation, a New York corporation, and Precision TopCo LP, a Delaware limited partnership in its capacity as representative of the sellers thereunder, setting forth the terms and conditions of the merger of Dorner Merger Sub Inc. with and into Precision Blocker, Inc., has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of the DGCL. 3. Precision Blocker, Inc. is the surviving corporation in the merger, and the name of the surviving corporation is “Precision Blocker, Inc.” 4. At the effective time of the merger, the Certificate of Incorporation of the surviving corporation shall be amended and restated by reason of the merger to read in its entirety as set forth in Exhibit A attached hereto and shall be the Amended and Restated Certificate of Incorporation of the surviving corporation until further amended in accordance with the provisions of the DGCL. 5. The executed Merger Agreement is on file at c/o Columbus McKinnon Corporation, 205 Crosspoint Parkway, Getzville, NY 14068, the place of business of the surviving corporation. 6. A copy of the Merger Agreement will be furnished by the surviving corporation on request, without cost, to any stockholder of the Constituent Corporations. 7. This Certificate of Merger shall be effective upon the filing thereof with the Secretary of State of the State of Delaware. [Remainder of this page intentionally left blank]

[Signature Page to Certificate of Merger] EAST\179655490.2 IN WITNESS WHEREOF, the surviving corporation has caused this certificate to be signed by an authorized officer as of the ____ day of _______, 2021. PRECISION BLOCKER, INC. By: Name: Title:

A-1 EAST\179655490.2 EXHIBIT A [See attached.]

WEIL 97824360V.14 Exhibit F Form of Payments Agreement [See attached.]

FORM OF PAYMENTS ADMINISTRATION AGREEMENT THIS PAYMENTS ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among (a) Columbus McKinnon Corporation, a New York corporation (“Parent”), (b) Precision TopCo LP, a Delaware limited partnership (“Representative”), and (c) Citibank, N.A. (“Citibank”). The terms and conditions set forth on the attached schedules are incorporated herein by reference and shall be deemed part of this Agreement. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meaning set forth in the Merger Agreement (as defined below). RECITALS WHEREAS, Parent and the Representative are parties to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated March 1, 2021, by and among (i) Parent, (ii) Dorner Merger Sub Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) Precision Blocker Inc., a Delaware corporation (“Company”), and (v) Representative; WHEREAS, pursuant to the Merger Agreement, all Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares), shall be converted into the right for each Company Equityholder to receive (i) at or following the Closing, an amount in cash equal to such Company Equityholder’s Allocable Portion of the Closing Merger Consideration, and (ii) after Closing, an amount in cash equal to such Company Equityholder’s Allocable Portion of the Additional Merger Consideration, if any, in each case, payable pursuant to Sections 3.1 and 3.3 of the Merger Agreement, respectively; WHEREAS, the Merger Agreement provides for a payments administrator, in connection with the exchange of the Company Shares for consideration pursuant to the Merger Agreement; and WHEREAS, Parent and the Representative desire that Citibank act as the payments administrator (“Payments Administrator”) for the purpose of distributing consideration to Company Equityholders in accordance with the terms of the Merger Agreement. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. Appointment. Parent and the Representative hereby engage Citibank as the Payments Administrator concerning the Paying Account (as defined below) for the purposes set forth herein, and Citibank hereby accepts such appointment and agrees to perform the services set forth herein. Citibank will provide accounting, payments processing, shareholder support and other administrative services as set forth in Schedule I, in connection with the activities contemplated herein. Citibank is a registered broker-dealer and member of the Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). 2. Establishment of Accounts. Parent will advise Citibank of the Closing Date at least one (1) Business Day in advance thereof. As promptly as practicable after the date hereof, Parent and the Representative will provide Citibank with completed account opening forms required for the opening of the Paying Account (as defined herein). Parent and the Representative hereby instruct Citibank to utilize and administer a paying account (the “Paying Account”) for the purposes set

- 2 - forth herein. Citibank shall have the authority to make payments from the Paying Account, solely in accordance with this Agreement. As soon as practicable after the date hereof (subject to the completion of the account opening processes), Citibank will provide the parties with wire transfer instructions necessary to fund the Paying Account. The funds in the Paying Account shall be held in a Citibank non-interest bearing account(s). Citibank may take any actions it determines necessary to comply with applicable laws, rules and regulations including, without limitation, in connection with verification of identities under Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. 3. Deposits of Consideration. On the Closing Date, Parent will deposit, or cause to be deposited, into the Paying Account an amount of immediately available funds representing the Closing Merger Consideration less the amount delivered to the Escrow Agent, Representative, Company Optionholders and Principal Seller pursuant to Section 3.1(c)(i), (ii), (iii), and (iv)(x), respectively, of the Merger Agreement for further payment by Citibank to each Company Equityholder that has delivered all of their Company Shares and a duly executed and completed Letter of Transmittal in accordance with the exchange procedures set forth in Section 3.2 of the Merger Agreement in an amount equal to each such Company Equityholder’s respective Allocable Portion as set forth in the Consideration Schedule. Thereafter, the Parent and the Representative may from time to time deposit or cause to be deposited additional funds into the Paying Account, including, without limitation, the Company Equityholder’s aggregate Allocable Portion of any Additional Merger Consideration, if any, for further payment by Citibank to each Company Equityholder that has delivered a duly executed and completed Letter of Transmittal in accordance with the exchange procedures set forth in Section 3.2 of the Merger Agreement in an amount equal to each such Company Equityholder’s respective Allocable Portion as set forth in the Consideration Schedule. 4. Fees. Except as expressly described in this Agreement, including Exhibit B attached hereto, Citibank shall not charge fees to Parent or the Representative for the services provided by it hereunder; provided, however, that the terms of this paragraph shall not in any way limit the rights of Citibank to indemnification as set forth in this Agreement. Any applicable charges are payable directly to Citibank by Parent]. Citibank shall, if applicable, invoice Parent for any such fees from time to time due under this Agreement. If applicable, any additional services to be rendered hereunder by Citibank, as described in Exhibit B, shall be paid for by Parent. 5. General Provisions. (a) No Joint Venture. Notwithstanding any provision herein, the parties do not hereby create, and do not intend to hereby create, any joint venture, partnership or other similar cooperative venture. (b) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing or set forth in a PDF attached to an e-mail, and shall be deemed to have been delivered in accordance with the terms of this Agreement (a) on the day of delivery by e-mail, if delivered by e-mail prior to 5 p.m. New York City time (and otherwise on the first Business Day thereafter) or (b) when actually delivered, if delivered by hand, by certified mail return receipt requested, or by courier or express delivery service (with receipt showing signature of similar confirmation) to the appropriate fax number, e-mail, or notice address set forth for each party hereto as follows: If to Parent: Columbus McKinnon Corporation Legal Department

- 3 - 205 Crosspoint Parkway Getzville, NY 14068 Attention: General Counsel Email: alan.korman@cmworks.com with a copy (which shall not constitute notice) to: DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, NY 10020 Attention: James L. Kelly Ilya A. Buble Email: james.kelly@us.dlapiper.com ilya.bubel@us.dlapiper.com If to the Representative: Precision TopCo LP c/o EQT Partners Inc. 1114 Avenue of the Americas, 45th Floor New York, New York 10036 Attention: Kasper Knokgaard Email: kasper.knokgaard@eqtpartners.com with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 100 Federal Street, 34th Floor Boston, Massachusetts 02110 Attention: Ramona Nee and Jenna McBain Email: ramona.nee@weil.com and jenna.mcbain@weil.com If to Citibank: Citibank, N.A. 777 Third Avenue, 12th Floor New York, NY 10017 Attention: Telephone: (646) 282-1805 Email: cpb.paying.agent@citi.com For purposes of this Agreement, “Business Day” shall means any day other than a Saturday, Sunday or a day on which national banking institutions located in any of New York, New York are closed as a result of any federal, state or local holiday or are required to close by a Governmental Body. (c) Citibank Responsibilities. (i) Citibank hereby undertakes to perform only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duties, shall be implied, other than the implied

- 4 - duty of good faith and fair dealing. Citibank has no knowledge of, nor any requirement to comply with, the terms and conditions of any other agreement between the parties, nor shall Citibank be required to determine if any party has complied with any other agreement. Citibank may rely upon, and shall not be liable for acting in accordance with any written notice, document, instruction or request furnished hereunder and reasonably believed by Citibank to be genuine and to have been signed by an authorized representative of Parent or the Representative (subject to Section 5(f) hereof) with no duty to inquire into or investigate the validity, accuracy or content. Without limiting the intent of the foregoing, Citibank may use such processes or procedures as are required by law and may employ, or decline to employ, such additional processes or procedures it deems reasonably necessary or advisable to carry out its responsibilities set forth herein, including, without limitation, in connection with the confirmation of identities, account information or payment instructions. Without limiting the generality of the foregoing, it is expressly understood and agreed that nothing contained herein shall obligate Citibank to provide any services that would require it to register as a transfer agent under the Securities Exchange Act of 1934, be licensed as a money transmitter under any state money transmitter laws, register as a money services business under the federal Bank Secrecy Act, or obtain a banking license, and, to the extent necessary to give effect to each of the foregoing, the description of the services herein shall be deemed to be modified in appropriate instances in order to contemplate the additional or lesser services and procedures necessary to avoid such registration or licensure requirements. (ii) Citibank shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Citibank’s fraud, gross negligence or willful misconduct was the cause of any direct loss to any party. Citibank may execute any of its powers and perform any of its duties hereunder directly or through its affiliates or agents, provided however that no such delegation of powers or duties will release Citibank from any of its obligations under this Agreement. Citibank may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall Citibank be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Citibank has been advised of the likelihood of such loss or damage and regardless of the form of action. Citibank shall not have any obligation to make or facilitate, as applicable, any payment unless the applicable party shall have provided the necessary readily available funds to make such payments and shall not be liable or responsible for any delay or failure of a party or any other person or entity to comply with any of their respective obligations relating to the Merger Agreement, including, without limitation, obligations under applicable securities laws. (d) Indemnity. Each of Parent and the Representative (solely on behalf of the Company Equityholders and not in its individual capacity) shall jointly and severally indemnify, defend and hold harmless Citibank and its affiliates and their respective successors, assigns, agents, directors, officers and employees (the “Indemnitees”) from and against: (i) any and all losses, damages, liabilities and reasonable and documented out-of-pocket costs or expenses (including, without limitation, the reasonable and documented out-of-pocket fees and reasonable and documented out-of-pocket expenses of one outside counsel, but excluding indirect, special, incidental or punitive Losses, including but not limited to lost profits whether or not foreseeable, even if such party has been advised of the possibility thereof and regardless of the form in action in which damages are sought) (collectively

- 5 - “Losses”), arising out of or in connection with (a) Citibank’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the fraud, gross negligence, or willful misconduct, of Citibank or of any Indemnitee, or (b) Citibank following any instructions or other directions from Parent or the Representative (including, for the avoidance of doubt, any written notice, document, instruction or request), received in accordance with this Agreement; provided, that each of Parent and the Representative hereby agree between themselves that any obligation for indemnification under this Section 5(d) shall be borne by Parent or the Representative, as determined by a court of competent jurisdiction to be responsible for causing the Losses, fees or expenses against which the Indemnitees are entitled to indemnification, or, if no such determination is made, then any such indemnity payment shall be paid 100% by Parent. These indemnity obligations shall survive the resignation, replacement or removal of Citibank or the termination of this Agreement. (e) Succession. Citibank (a) may resign and be discharged from its duties or obligations hereunder by giving thirty (30) calendar days’ advance notice in writing of such resignation to each of Parent and the Representative specifying a date when such resignation shall take effect or (b) may be removed, with or without cause, by the Parent at any time by providing written notice to Citibank. Citibank’s sole responsibility after such thirty (30) day notice period expires shall be to maintain the Paying Account and any funds contained therein at such time (without any obligation to reinvest the same) and to deliver the same (i) to a designated substitute paying agent, if any, appointed jointly by the parties, (ii) to such other Person designated in writing by the parties, or (iii) in accordance with the directions of a final court order, at which time of delivery, Citibank’s obligations hereunder shall cease and terminate, except for any liability of Citibank arising out of its fraud, gross negligence, or willful misconduct. If prior to the thirty (30) day notice period, the parties have failed to appoint a successor paying agent or to instruct Citibank to deliver the Paying Account to another Person as provided above, at any time on or after the expiration of the thirty (30) day notice period, Citibank may petition any court of competent jurisdiction for the appointment of such successor paying agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Any entity into which Citibank may be merged or converted or with which it may be consolidated shall be the Payments Administrator under this Agreement by written notice to the other parties hereto, and Citibank may assign its rights and obligations under this Agreement to any entity to which all or substantially all the payments administration business may be transferred. (f) Authorized Persons. The persons identified in Exhibit A are authorized to take action or execute documents on behalf of Parent or the Representative, as applicable, or to take any such other actions on behalf of Parent or the Representative as may be set forth herein. All instructions to, and requests of, Citibank on behalf of Parent or the Representative must be in writing and signed by any one of the persons designated on Exhibit A as a representative of Parent or the Representative. No instruction or direction shall be binding upon Citibank unless delivered in accordance with the previous sentence. Citibank may rely on the continued authority of each of the persons designated on Exhibit A until Citibank has been duly notified of any updates to such designated representatives in accordance with Section 5(b) (Notices). (g) Miscellaneous. Except for changes to funds transfer instructions which may be made by Parent or the applicable payee, the provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by the parties hereto. Except as expressly provided in the Agreement to the contrary, neither this Agreement nor any right or interest

- 6 - of a party hereunder may be assigned in whole or in part without the prior consent of the other parties hereto. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware sitting in Wilmington, Delaware (or, if such court lacks jurisdiction, any federal or state court sitting in the State of Delaware in Wilmington, Delaware) over all claims or causes of action (whether in contract, tort, statute or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees that all claims in respect of any such Action related thereto may be heard and determined in such courts. Each party hereto further waives its respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this Agreement in any action, proceeding or other litigation of any type respecting any matter arising under this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement and in any other instruction, instrument or notice delivered hereunder may be transmitted by facsimile (including PDF) or e-mail, and such transmission will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be revised as mutually agreed by the parties hereto so as to as nearly as possible reflect the intent of the parties hereto without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Except for Citibank or its successors or assigns, whom the parties hereto expressly acknowledge are third-party beneficiaries under this Agreement, a person who is not a party to this Agreement shall have no right to enforce any term of this Agreement. Unless otherwise directed by Parent and the Representative in writing, any de minimis amounts attributable to rounding discrepancies may be added to or deducted from payments made to the payee receiving the largest payment amount. Unless terminated earlier in writing by each of the parties hereto, this Agreement shall terminate upon the later of (i) the two (2) year anniversary of the date of this Agreement and (ii) the completion of all distributions required hereunder as contemplated by Exhibit B, provided that Section 5(c)(ii) and Section 5(d) of this Agreement shall survive the termination in accordance with its terms. Unless otherwise specified herein, any instructions to Citibank shall be in a writing signed by Parent and the Representative. To the extent there is a conflict between the terms and provisions of this Agreement and the Merger Agreement, (i) as between the parties, the terms and provisions of the Merger Agreement will control and (ii) to the extent governing the actions of Citibank, the terms and conditions of this Agreement shall control. [Signature Page Follows]

[Signature Page to Citibank Payments Administration Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. PARENT: COLUMBUS MCKINNON CORPORATION By: ___________________________ Name: ___________________________ Title: ___________________________

[Signature Page to Citibank Payments Administration Agreement] REPRESENTATIVE: PRECISION TOPCO LP, as Representative By: Precision TopCo GP LLC Name: ___________________________ Title: ___________________________

[Signature Page to Citibank Payments Administration Agreement] PAYMENTS ADMINISTRATOR: CITIBANK, N.A. By: ___________________________ Name: ___________________________ Title: ___________________________

Schedule I CITIBANK PAYMENTS TERMS AND CONDITIONS The parties agree that Citibank shall perform the services and be subject to the terms set forth in this Schedule I. 1. Duties. (a) As soon as practicable after the date hereof, the Payments Administrator shall mail to each Company Equityholder (other than the Representative) a letter of transmittal in the form attached hereto as Exhibit D (each a “Letter of Transmittal”) and (b) instructions for use in effecting the surrender of Company Shares in exchange for the Closing Merger Consideration contemplated to be paid to the holders of Company Shares pursuant to Section 3.1 of the Merger Agreement. (b) Citibank shall examine the Letters of Transmittal and all other documents referenced in the Letters of Transmittal (collectively, the “Exchange Documents”) delivered or mailed to Citibank to ascertain that (i) each Letter of Transmittal is properly completed and executed in accordance with the instructions set forth therein, and (ii) any other documents contemplated by the Letters of Transmittal are properly completed and executed in accordance with the Letters of Transmittal. To the extent not included with the Letter of Transmittal, Citibank shall request and obtain from each Company Equityholder, before directing any payment hereunder, tax identification numbers by means of a completed IRS Form W-9 or appropriate IRS Form W-8, as applicable, for foreign person certification and other forms and documents that Citibank may reasonably request. Following receipt by Citibank of each Letter of Transmittal and other Exchange Documents, Citibank shall promptly provide copies of such Letters of Transmittal and other Exchange Documents to Parent and the Representative (or its designee), as applicable. (c) Subject to the terms of the Agreement and this Schedule I, Citibank shall administer payments in accordance with the applicable Payment Spreadsheet (as defined below) and payee’s payment instructions (including those set forth in the Exchange Documents delivered to Citibank) following completion of the administrative processes described in this Agreement. (d) At the time of any disbursement from the Paying Account to the payees in accordance with Section 2 below, Citibank will maintain on a continuing basis a list of those Company Equityholders who have submitted a completed Letter of Transmittal and other required Exchange Documents. Citibank will also make available to Parent or the Representative such other information as Citibank may have in its possession and as they may reasonably request from time to time. 2. Disbursements from Paying Account. Upon the receipt of all executed documents reasonably required by Citibank in accordance with the provisions of applicable law and/or the terms of this Agreement, Citibank shall process payments (each a “Payment”) from the Paying Account to the payees set forth in a written flow of funds or disbursement instructions delivered to Citibank by the Representative, to be prepared by the Representative and attached hereto as Exhibit C (the “Payment Spreadsheet”). All Payments from the Paying Account shall be made in accordance with written disbursement instructions delivered by the Representative and a Payment Spreadsheet delivered to Citibank by the Representative. The Representative will provide or cause to be provided to Citibank any additional and available

information to verify Letters of Transmittal and including information necessary to complete required tax reporting, if applicable. Payments to a payee may be changed from time to time (including, for the avoidance of doubt, after the Closing Date) by delivery of written disbursement instructions by the Representative, and an amended Payment Spreadsheet by the Representative, prior to the applicable payment(s) from the Paying Account being initiated. Citibank shall initiate payment to each payee of their allocated amount (i) on the Closing Date; provided, that Citibank received all required and proper documentation (including the Exchange Documents and requisite tax documentation) from such payee in form and substance reasonably satisfactory to Citibank (the “Required Documentation”) at least one (1) Business Day prior to the Closing Date or (ii) if the Required Documentation was not received by Citibank at least one (1) Business Day prior to the Closing Date, no later than two (2) Business Days after receipt (if received by 2:00 p.m. Eastern Time on the date of receipt) of the Required Documentation from such payee, in each case, provided sufficient funds have been deposited into the Paying Account (and in no event shall any payment be made prior to the Effective Time). Citibank will cause electronic payments to be made from the Paying Account and will cause checks to be issued that are drawn on the Paying Account for payments to be made in the form of a check, and such Payments shall only be made or permitted in accordance with Payment Spreadsheets delivered in accordance with the terms of this Agreement. Citibank is hereby relieved from any liability to Parent or the Representative or any payee for any such acts done or payments made in accordance with such Payment Spreadsheets and payment instructions contained therein, provided that such liability does not arise from Citibank’s gross negligence, bad faith or willful misconduct. The Parent or the Representative shall (or shall cause its agent to) provide Citibank with tax forms (including an IRS Form W-9 or the appropriate IRS Form W-8, as applicable) for each payee, to the extent such forms are not included in the applicable Exchange Documents. If payment is to be made to a person other than the registered Company Equityholders, Citibank shall not process such payment until the required Exchange Documents for such person have been properly completed, including, without limitation, a signature guarantee by a guarantor participating in a medallion signature guarantee program at the appropriate guarantee level as set forth in the Letter of Transmittal, if necessary, and the Company Equityholders’ requesting such payment has paid any transfer or other taxes or governmental charges required by reason of such payment in a name other than that of the registered holder, and has established to Citibank’s reasonable satisfaction that such tax or charge either has been paid or is not required to be paid, and the Representative has certified in writing to Citibank that it agrees with such payment to another person. Any tax information required to be reported to the Internal Revenue Service or other tax authority with respect to such payment shall list the registered holder as the payee. 3. Dissenting Shares. Parent shall notify Citibank in writing if any Company Shares owned by any Company Equityholder who, as of the Effective Time, has properly exercised and perfected such Company Equityholder’s appraisal rights under applicable law with respect to such shares (such shares are referred to herein as “Dissenting Shares”), in which case the persons or entities holding such Company Shares, shall not be converted into or represent the right of such Company Equityholder to receive its Allocable Portion of the Closing Merger Consideration or any Additional Merger Consideration, if any, and such Company Equityholder shall be entitled to receive payment of the appraised value of such Company Shares in accordance with the provisions of the DGCL, unless such Company Equityholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the DGCL. If Parent provides Citibank with written notice that after the Effective Time, any Company Shares that are or that subsequently become Dissenting Shares cease being Dissenting Shares for any reason, without the requirement of any action on the part of any party to this Agreement, such Company Equityholder’s Company Shares shall thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive such Company Equityholder’s Allocable Portion of the Closing Merger Consideration and any Additional Merger Consideration, if any, from the Surviving Corporation pursuant

to Section 3.2(a) of the Merger Agreement, subject to the terms and conditions set forth therein, without any interest thereon. 4. Tax Reporting. With respect to distributions from the Paying Account, Citibank shall complete tax reporting, solely at the direction of Parent and the Representative, in a manner consistent with Exhibit E; provided, however, that Citibank shall not be responsible for preparing or filing, or causing to be prepared or filed, any tax reporting related to distributions that are treated as compensation income. Citibank shall withhold from any distribution and retain in the Paying Account taxes required by law to be withheld in the absence of proper tax documentation, and shall cause such amounts for taxes to be remitted from the Paying Account to the appropriate authorities, provided that any payments to third party payees from the Paying Account representing vendor payments shall be made in the absence of tax documentation for such vendors, unless otherwise requested by Parent or the Representative. To the extent that Citibank becomes liable for the payment of any backup withholding or similar taxes or related penalties in respect of payments made hereunder, it shall be indemnified as set forth herein. To the extent the Payment Spreadsheet does not include characterizations of the nature of the payments to be made hereunder (or Parent does not otherwise provide such direction), Citibank shall be entitled to assume that all such payments constitute gross proceeds. 5. Payments. Payments to any payee hereunder shall be made by U.S. domestic electronic check (ACH) to bank accounts domiciled in the United States at no additional cost. If no electronic payment instructions are provided for a payee or such instruction is payable to a bank account outside the United States, any payments to that payee will be disbursed by check to the address provided by the payee in its Letter of Transmittal or, if not provided therein, to the address provided by the Representative for such payee. In lieu of an ACH payment or check, a payee may request that a payment be sent by wire transfer. The applicable fees set forth on Exhibit B shall apply and will be deducted from any payments that require such fees. All amounts referred to in this Agreement are expressed in United States Dollars and all payments shall be made in such dollars. 6. Irregularities. In the event Citibank determines that any Exchange Documents have been improperly completed or executed or that some other irregularity exists, Citibank shall attempt to cause such irregularity to be corrected. As to any irregularity that Citibank cannot resolve, Citibank shall promptly provide written notice to the Representative for instructions and final determination. Citibank is not authorized to waive any deficiency in connection with the submission of the Exchange Documents, unless the Representative provides written authorization to waive such deficiency with respect to such deficient submission. Notwithstanding the above, if the Representative confirms to Citibank that any inaccuracies or deficiencies in the Exchange Documents are acceptable and instructs Citibank to make payment as if such Exchange Documents have been accepted by Citibank, then (without liability to Citibank as a result of such Exchange Documents), Citibank shall make payment to such holder in accordance with the Payment Spreadsheet. 7. Information and Reports. Citibank shall deliver to Parent and the Representative a monthly report in electronic form of amounts received and distributed. Citibank is authorized to cooperate with and furnish information to any organization or its legal representatives designated from time to time by Parent or the Representative in any manner reasonably requested by it. 8. Undelivered Payments; Escheat.

(a) Uncashed Checks; Return of Electronic Payments. Should any payment processed by Citibank from the Paying Account, be returned or rejected, or if a mailed check is returned as undeliverable, Citibank shall promptly notify the intended recipient of such payment that payment was rejected, and seek to obtain updated payment instructions. In the event such intended recipient cannot be contacted, Citibank shall notify the Representative in writing who shall then cooperate to attempt to contact the relevant payee for updated payments instructions. Upon request of the Representative, Citibank will use its standard processes to attempt to locate the payee. Once updated payment instructions have been received by Citibank in writing from the applicable payee, the payment shall be re-processed within two (2) Business Days. (b) Transfer of Funds; Escheat Services. Upon the first anniversary of the date on which amounts are first deposited in the Paying Account for distribution to Payees, together with all interest and other earnings thereon that have accrued to such payees, if any, shall be distributed to [●] pursuant to written instructions provided by Parent, to be held and disposed of by [●] in accordance with applicable law and the Merger Agreement.

Exhibit A Telephone Number(s) and Authorized Signature(s) for Person(s) Designated to Provide Instructions to Citibank on behalf of Parent Name Telephone Number Signature 1. ___________________ 2. ___________________

Telephone Number(s) and Authorized Signature(s) for Person(s) Designated to Provide Instructions to Citibank on behalf of the Representative Name Telephone Number Signature 1. ___________________ 2. ___________________

Exhibit B Schedule of Contracted Services [To be provided.]

Exhibit C Closing Payment Spreadsheet [Please see attached.]

Exhibit D Form of Letter of Transmittal [Please see attached.]

Exhibit E Additional Tax Reporting • Citibank to complete any applicable 1099-B reporting using Citibank’s tax identification number for all payments to U.S. persons (actual or presumed).

WEIL 97824360V.14 Disclosure Schedules [See attached.]

EXECUTION VERSION Privileged and Confidential WEIL:\97841526\7\44114.0033 DISCLOSURE SCHEDULES TO AGREEMENT AND PLAN OF MERGER AMONG COLUMBUS MCKINNON CORPORATION, DORNER MERGER SUB INC., PRECISION BLOCKER, INC., AND, PRECISION TOPCO LP (AS REPRESENTATIVE OF THE COMPANY EQUITYHOLDERS) March 1, 2021

2 DISCLOSURE SCHEDULES TO AGREEMENT AND PLAN OF MERGER These Disclosure Schedules are delivered by Precision Blocker Inc., a Delaware corporation (the “Company”), pursuant to and as part of that certain Agreement and Plan of Merger , dated as of March 1, 2021, by and among Columbus McKinnon Corporation, a New York corporation (“Parent”), Dorner Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and Precision TopCo LP, a Delaware limited liability partnership (the “Representative) (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Matters reflected in any Section of these Disclosure Schedules that are not required by the Agreement to be so reflected are set forth solely for informational purposes. No reference to or disclosure of any item or other matter in any Section of the Agreement, including any Section of these Disclosure Schedules, shall be construed as an admission or indication that such item or other matter is material, would reasonably be expected to have a Material Adverse Effect, or will in fact exceed any applicable threshold limitation set forth in the Agreement or that such item or other matter is required to be referred to or disclosed in the Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that breach or violation exists or has actually occurred or is outside the ordinary course of business. Nothing in these Disclosure Schedules shall broaden the scope of any representation, warranty or covenant of the Company contained in the Agreement. The disclosure of any matter in any section of these Disclosure Schedules shall be deemed to be disclosed with respect to any other section of these Disclosure Schedules to the extent that it is reasonably apparent on the face of such section of these Disclosure Schedules that such disclosure is applicable to such other section notwithstanding the omission of a reference or cross reference thereto. Headings have been inserted herein for convenience of reference only and will not affect the meaning or interpretation of these Disclosure Schedules. ***

3 TABLE OF CONTENTS Page Schedule 1.1(b) - Company Equityholders ..................................................................................................5 Schedule 4.3(a) - Capitalization ...................................................................................................................7 Schedule 4.3(b) - Capitalization ..................................................................................................................9 Schedule 4.3(c) - Capitalization ...................................................................................................................11 Schedule 4.3(d) - Capitalization ................................................................................................................12 Schedule 4.4 - Non-Contravention ............................................................................................................13 Schedule 4.5(c) - Financial Statements ......................................................................................................14 Schedule 4.6 - Subsequent Events .............................................................................................................15 Schedule 4.7 - Legal Compliance ..............................................................................................................16 Section 4.8 - Tax Matters ...........................................................................................................................17 Schedule 4.9(a) - Owned Real Property ....................................................................................................18 Schedule 4.9(b) - Leased Real Property ....................................................................................................19 Schedule 4.9(c) - Restrictions on Transfer of Real Property .....................................................................20 Schedule 4.10 - Personal Property; Condition and Sufficiency of Assets .................................................21 Schedule 4.11(a) - Intellectual Property ....................................................................................................22 Schedule 4.11(f) - Intellectual Property .....................................................................................................44 Schedule 4.12(a) - Data Privacy ................................................................................................................45 Schedule 4.12(b) - Data Privacy ................................................................................................................46 Schedule 4.13 - Contracts ..........................................................................................................................47 Schedule 4.14 - Litigation ..........................................................................................................................50 Schedule 4.15(a) - Employee Benefits .......................................................................................................51 Schedule 4.15(g) - Employee Benefits ......................................................................................................53 Schedule 4.16 - Environmental Matters .....................................................................................................54 Schedule 4.17 - Labor Matters ...................................................................................................................55 Schedule 4.18 - Insurance Policies ............................................................................................................60 Schedule 4.19 - Affiliate Transactions .......................................................................................................61 Schedule 4.20 - Top Customers .................................................................................................................62 Schedule 4.21 - Top Suppliers ...................................................................................................................64 Section 4.22 - Products Warranty ..............................................................................................................65 Schedule 4.26 - Accounts and Notes Receivable .......................................................................................66 Schedule 4.27 - Powers of Attorney .........................................................................................................249 Schedule 6.1 - Conduct of Business .........................................................................................................250

4 Schedule 9.1(i) - Payoff Letters ................................................................................................................251

Schedule 1.1(b) Company Equityholders See attached.

Dorner Equity Capitalization Table (Fully-Diluted) Ordinary Shares Options Option Vesting FD Shares (1) FD Economic Ownership (1) Current Valuation 6,000.0 Investor $ Invest. Price / Unit Units % of Class Units % of Class % of FD Time Perf Units % of FD ($) % of FD MOIC 2.00x Summary Capitalization Ordinary Shares Units - Price $3,000.00 EQT $112,767,720 $3,000.00 37,589 80.24% – – – – – 37,589 71.75% $225,535,441 75.77% Options - Strike Price Co-Investors $22,500,000 $3,000.00 7,500 16.01% – – – – – 7,500 14.32% $45,000,000 15.12% Tranche 1 $3,000.00 Management $4,821,000 $3,000.00 1,607 3.43% 5,104 86.22% 9.74% 2,472 2,365 6,444 12.30% $24,091,303 8.09% Tranche 2 $3,247.19 Board $450,000 $3,000.00 150 0.32% 613 10.35% 1.17% – 613 763 1.46% $2,739,000 0.92% Tranche 3 $3,053.65 Leavers – – – – 203 3.43% 0.39% 96 – 96 0.18% $286,596 0.10% Total (Allocated Only) $140,538,720 $3,000.00 46,846 100.00% 5,920 100.00% 11.30% 2,568 2,978 52,392 100.00% $297,652,339 100.00% Detailed Capitalization Time Vesting (Standard) Precision TopCo LP $112,767,720 $3,000.00 37,589 80.24% – – – – – 37,589 71.24% $225,535,441 75.49% Current Date 3/31/2019 Precision TopCo LP $22,500,000 $3,000.00 7,500 16.01% – – – – – 7,500 14.21% $45,000,000 15.06% Schedule (Years) Terry Schadeberg $2,000,000 $3,000.00 667 1.42% 1,637 27.65% 3.12% 818 818 2,303 4.37% $8,910,356 2.98% – – John Kuhnz $770,000 $3,000.00 257 0.55% 589 9.95% 1.12% 295 295 846 1.60% $3,307,733 1.11% 1 20.0% Matthew Jones $700,000 $3,000.00 233 0.50% 589 9.95% 1.12% 295 295 823 1.56% $3,167,733 1.06% 2 40.0% Michael Hosch $700,000 $3,000.00 233 0.50% 589 9.95% 1.12% 295 295 823 1.56% $3,167,733 1.06% 3 60.0% Randall Meis – – – – 72 1.21% 0.14% 72 – 72 0.14% $214,950 0.07% 4 80.0% Ron Vick $100,000 $3,000.00 33 0.07% 589 9.95% 1.12% 295 295 623 1.18% $1,967,733 0.66% 5 100.0% Scott Kelley – – – – 36 0.61% 0.07% 36 – 36 0.07% $107,472 0.04% Todd Kaull $500,000 $3,000.00 167 0.36% 442 7.46% 0.84% 221 221 609 1.15% $2,325,781 0.78% Performance Vesting Serge Abou-Jaoude $51,000 $3,000.00 17 0.04% 294 4.96% 0.56% 147 147 311 0.59% $982,795 0.33% Vesting Methodology Actual Dan Nasato – – – – 96 1.61% 0.18% 96 – 96 0.18% $286,596 0.10% Performance Options - Cliff 1 2.00x Stacy Johnson – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $122,252 0.04% Performance Options - Cliff 2 2.00x Ben McGruder – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $122,252 0.04% Mark Draheim – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $122,252 0.04% Vesting Value Ashley Dana – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $122,252 0.04% Time (CoC) $7,673,928 Chad Tebben – $3,000.00 – – 32 0.54% 0.06% 16 16 32 0.06% $88,293 0.03% Alex Harris – $3,000.00 – – 32 0.54% 0.06% 16 16 32 0.06% $88,293 0.03% Performance $8,899,276 Sven Fitschen – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $130,847 0.04% Total $16,573,205 Deehriex Tan – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $130,847 0.04% Jill Wilson – $3,000.00 – – 44 0.75% 0.08% 22 22 44 0.08% $130,847 0.04% Reference - Option Pool Per-Erik Lindquist $100,000 $3,000.00 33 0.07% 200 3.38% 0.38% – 200 233 0.44% $800,000 0.27% Total Option Pool 6,368.77 Bern McPheely $200,000 $3,000.00 67 0.14% 125 2.11% 0.24% – 125 192 0.36% $775,000 0.26% Options Designated for Board 1,061.46 Fred Thiel $100,000 $3,000.00 33 0.07% 163 2.75% 0.31% – 163 196 0.37% $689,000 0.23% Unallocated for Management (0) Sarah Newbitt $50,000 $3,000.00 17 0.04% 125 2.11% 0.24% – 125 142 0.27% $475,000 0.16% Unallocated for Board 448 Total Units (Allocated Only) $140,538,720 $3,000.00 46,846 100.00% 5,920 100.00% 11.30% 2,755 3,165 52,767 100.00% $298,771,455 100.00% Incremental Mgmt Option Allocation 966.6 Initial Class A Units (For Options Calculation) $140,487,720 46,829 EQT MMUS Total Fund Commitments 687,941,954 94.8% EQT MMUS Total Co-Investment Schemes Commitmen 38,108,000 5.2% Total 726,049,954 Investment as % of EQT MMUS 15.5% Ownership by EQT MMUS ex Co-Invest (Legal) 76.03% Ownership by EQT MMUS ex Co-Invest (FD Economic) 71.53%

Schedule 4.3(a) Capitalization See attached.

Schedule 4.3(b) Capitalization Company Party Authorized Capitalization Issued and Outstanding Capitalization Ownership Precision Intermediate GP, Inc. 1,000 shares of Common Stock 1 share of Common Stock 100% owned by Precision Blocker Inc. Precision Intermediate LP N/A 100% of Membership Interests 95% owned by Precision Blocker Inc. 5% owned by Precision Intermediate GP, Inc. Precision Acquisition Holdings Inc. 1,000 shares of Common Stock 1 share of Common Stock 100% owned by Precision Intermediate LP Dorner Holding Corp. 300,000 shares of Preferred Stock, all of which are designated Series A Preferred Stock 200,000 shares of Common Stock See attached capitalization table. 99.9% owned by Precision Acquisition MidCo Inc. 0.01% owned by Dorner Latin America S. de R.L. de C.V. Dorner Mfg. Corp. 9,000 shares, consisting of 3,750 shares of Class A Voting Common Stock and 5,250 shares of Class B Nonvoting Common Stock 100 shares of Class A Voting Common Stock 100% owned by Dorner Holding Corp. Dorner Conveyors Ltd. Unlimited 99 common shares 100% owned by Dorner Holding Corp. Dorner Latin America S. de R.L. de C.V. Minimum fixed capital - $10,000 (ten thousand pesos) Variable part of capital stock – unlimited $10,000 (ten thousand pesos) of fund capital $11,400,500 pesos (eleven million four hundred thousand five hundred pesos) of variable capital Dorner Holding Corp. owns two Membership Interests, one representing $9,999 of fixed capital and the other representing $11,400,500 of variable capital, and Dorner Mfg. Corp. owns one Membership Interest representing $1 of fixed capital. Dorner (M) Sdn. Bhd. (f/k/a Flexmove System (M) Sdn. Bhd.) 500,000 ordinary shares 250,000 ordinary shares 100% owned by Dorner Mfg. Corp.

FlexMove Americas, LLC N/A 100% of Membership Interests Dorner (M) Sdn. Bhd. owns 80% of the Membership Interests and Dorner Mfg. Corp. owns 20% of the Membership Interests. Dorner Holdings Europe GmbH EUR 25,000 (issued share capital) 25,000 shares, each with a nominal value of EUR 1.00 100% owned by Dorner Mfg. Corp. Dorner GmbH EUR 100,000 (issued share capital) 2 shares, each with a nominal value of EUR 50,000 100% owned by Dorner Holdings Europe GmbH. Dorner S.a.r.l. EUR 25,000 25,000 shares at EUR 1 / share 100% owned by Dorner Holdings Europe GmbH

Schedule 4.3(c) Capitalization 1. Credit and Guaranty Agreement, dated as of March 15, 2017, among Precision Acquisition Co., Dorner Holding Corp., Precision Acquisition MidCo Inc., certain Subsidiaries of the Borrower party thereto, the Lenders Party, and the Governor and Company of the Bank of Ireland. 2. Pledge and Security Agreement, dated as of March 15, 2017, among Precision Acquisition Co., Dorner Holding Corp., and Precision Acquisition MidCo Inc. (items 1-2 collectively, the “Bank of Ireland Bank Loan Collateral”) 3. Notice from USIP III (Hartland), LLC to Dorner Mfg. Corp dated as of October 13, 2017 RE: Security Interest in that certain Lease Agreement, dated as of June 15, 2012, between NL Ventures VIII Cottonwood, L.L.C. and Dorner Mfg. Corp., as amended by First Amendment to Lease, dated as of June 3, 2015, between UB Operating Company III, LLC, successor in interest to NL Ventures VIII Cottonwood, L.L.C., and Dorner Mfg. Corp., with respect to 975 Cottonwood Avenue, Hartland, WI 53029, as further amended by Second Amendment to Lease, dated as of December 29, 2015 between UB Operating Company III, LLC and Dorner Mfg. Corp., and as purchased by USIP III (Hartland), LLC in that certain Notice of Property Purchase Letter, dated as of October 13, 2017, to Dorner Mfg. Corp. (the “Brennan Lease”). 4. a. Master Services Agreement effective as of June 20, 2019 by and between Amazon and Dorner Manufacturing (the “Amazon MSA”). b. Amazon Product Schedule c. Pursuant to Section 11 of the Amazon Product Schedule (the “Product Schedule”), which forms part of the Amazon MSA, Dorner Manufacturing agreed that at such time as it intends to consummate a Change of Control Transaction (as defined in the Product Schedule), Amazon will have the right for at least 45 days after its receipt of an Offer Notice (as defined in the Product Schedule) to notify Dorner Manufacturing that it intends to enter into a purchase and sale agreement on the terms stated in the Offer Notice or on such other terms as the parties may deem mutually agreeable, subject to certain additional terms and conditions set forth in the Product Schedule (such right of Amazon, the “Amazon ROFO”).

Schedule 4.3(d) Capitalization 1. The Securityholder Agreement, dated as of March 15, 2017, among the Company, Precision TopCo LP, and each of the Securityholders listed thereto from time to time. 2. Executive Agreements: a. Executive Agreement, dated as of January 3, 2013, among the Company, Dorner Mfg. Corp. and Terry Schadeberg, as amended by Amendment No. 1 to Executive Agreement, dated as of September 29, 2016. b. Executive Agreement, dated as of August 8, 2017, among the Company, Dorner Mfg. Corp. and Ronald Vick, as amended by Amendment No. 1 to Executive Agreement, dated as of 2018. c. Executive Agreement, dated as of July 17, 2018, among Dorner Holding Corp., Dorner Mfg. Corp. and Todd K. Kaull. d. Executive Agreement, dated as of June 15, 2012, among the Company, Dorner Mfg. Corp. and Michael Hosch, as amended by Amendment No. 1 to Executive Agreement, dated as of September 29, 2016. e. Executive Agreement, dated as of June 15, 2012, among the Company, Dorner Mfg. Corp. and Matthew Jones, as amended by Amendment No. 1 to Executive Agreement, dated as of September 29, 2016. f. Executive Agreement, dated as of October 15, 2013, among the Company, Dorner Mfg. Corp. and John Kuhnz, as amended by Amendment No. 1 to Executive Agreement, dated as of September 29, 2016 (items 2.a.-f. hereunder, collectively, the “Executive Agreements”). 3. Director Agreements: a. Confirmation Letter, dated as of April 14, 2017, between Precision Blocker Inc. and Per Erik Lindquist, effective as of March 15, 2017. b. Confirmation Letter, dated as of April 14, 2017, between Precision Blocker Inc. and Thiel Advisors, Inc., effective as of March 15, 2017 confirming the appointment of Fred Theil. c. Confirmation Letter, dated as of June 18, 2018, between Precision Blocker Inc. and Sarah Newbitt. d. Stockholder Written Consent, dated as of February 11, 2020, by the members of the board of directors of Precision Acquisition MidCo Inc. electing Kasper Knockgaard, and Consent to Act, dated as of January 6, 2020 between Kasper Knockgaard and Dorner Conveyors Ltd. e. Confirmation Letter, dated as of April 14, 2017, between Precision Blocker Inc. and Bern McPheely, effective as of March 15, 2017 (items 3.a.-e. hereunder, collectively, the “Director Agreements”). 4. Each Company Optionholder is either an employee or a member of the board of directors (or equivalent) of a Group Company. All Company Options granted to employees of the Group Companies have been granted pursuant to option award agreements, which are based on substantially the same form and copies of which have been made available to Parent. All Company Options granted to members of the board of directors (or equivalent) of the Group Companies have been granted pursuant to the Director Agreements. 5. Item 4 in Schedule 4.3(c), above, is herein incorporated by reference.

Schedule 4.4 Non-Contravention 1. The transactions contemplated by the Transaction Documents will accelerate vesting of some or all of the restricted shares under the Executive Agreements. 2. The transactions contemplated by the Transaction Documents will trigger notice requirements to the German tax authorities. As Geppert-Band GmbH owns German based real estate, German tax authorities have to be notified about the indirect change of shareholders in Geppert-Band. The notification has to be made within 14 days after the signing of the Agreement. The Company and the Buyer will use their commercially reasonable efforts to ensure that notices are provided within such time period. 3. The Brennan Lease 4. Bank of Ireland Bank Loan Collateral 5. Intellectual Property Security Agreement, dated March 15, 2017, between Dorner Mfg. Corp. and The Governor and Company of the Bank of Ireland 6. Items 4a. and 4b. in Schedule 4.3(c), above, are hereby incorporated by reference. a. In connection with the Amazon ROFO under the Amazon MSA, Dorner Manufacturing has not delivered an Offer Notice to Amazon in connection with the Merger and the transactions contemplated by the Agreement. Dorner Manufacturing has notified Amazon that it intends to execute and deliver an agreement with an undisclosed third party (the “Proposed Transferee”), pursuant to which the Proposed Transferee shall agree to acquire, indirectly, all of the issued and outstanding equity interests of Dorner Manufacturing in connection with a Change of Control Transaction and has requested that Amazon waive the Amazon ROFO and all of Amazon’s other rights, and the requirements, procedures and other terms and conditions set forth in Section 11 of the Product Schedule. As of the date of the Agreement, Amazon has not executed and delivered such waiver. 7. In connection with the Transaction, the Group Companies may be required to file a merger control Investment Canada Act filing in Canada.

Schedule 4.5(c) Financial Statements None.

Schedule 4.6 Subsequent Events None.

Schedule 4.7 Legal Compliance 1. Dorner Latin America S. de R.L. de C.V. has applied for an occupancy Permit with respect to its facility located in Mexico, which has not yet been approved or granted.

Section 4.8 Tax Matters (a) Between 2017 and 2019, the Company has not made certain required state income tax filings, in Alabama, Idaho, Louisiana, Massachusetts, New Mexico, New York, Oklahoma, Oregon, and Tennessee. The Company estimates the potential exposure to be approximately $61,000. (g) Avalara, Inc. entered into certain voluntary disclosure agreements on behalf of the Company with respect to sales/use tax during 2020 in Alabama, Massachusetts, New York, Oregon, and Tennessee. (i) It is anticipated that there may be non-deductible payments under Section 280G of the Code as a result of the transactions contemplated by the Agreement, based on the Section 280G analysis performed by the Group Companies. (l) The Company intends to make certain accounting method changes in connection with its tax filing for fiscal year 2020, including with respect to costs relating to inventory capitalization (UNICAP). The Group Companies’ accountants estimate that this will involve an unfavorable 481(A) adjustment of approximately $364,002. (p) The Company only maintains transfer pricing documentation with regard to its U.S. and Malaysian operations and offices. The Company does not maintain transfer pricing documentation for operations in any other non-U.S. jurisdictions.

Schedule 4.9(a) Owned Real Property 1. Geppert-Band GmbH owns the real property located at Karl-Heinz-Beckurts-St. 7, 52428 Julich, Germany.

Schedule 4.9(b) Leased Real Property Addresses of Leased Real Property: 1. No. 128, Jalan Permatang Damar Laut, 11900 Bayan Lepas, Pulau Pinang, Malaysia 2. 2A Jalan Beringin, 11960 Bayan Lepas, Pulau Pinang, Malaysia 3. 8 Jalan Kekabu, Batu Maung, 11960 Penang, Malaysia 4. 5515 North Service Road, Suite 100, Burlington, Ontario, Canada 5. 704-706 Rose Drive, Hartland, Wisconsin 6. 975 Cottonwood Avenue, Hartland, Wisconsin 7. 8/10 rue Nieuport 78140, 2nd Floor, Vélizy Villacoublay (78140), France 8. Module 6 Industrial Buildings 10, 11 and 12 in Zapopan, Jalisco Leased Documentation: 1. Lease Agreement, dated September 24, 2019, between 5515 NSR Nominee Inc. and Dorner Conveyors Ltd., with respect to 5515 North Service Road, Suite 100, Burlington, Ontario, Canada. 2. The Brennan Lease with respect to 975 Cottonwood Avenue, Hartland, Wisconsin 3. Tenancy Agreement, dated as of December 11, 2015, between IPS Automation (M) Sdn Bhd and Dorner Malaysia, as renewed by that certain notice letter regarding renewal of Tenancy Agreement, dated as of September 11, 2018, with respect to No. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Pulau Pinang, Malaysia. 4. Tenancy Agreement, dated as of May 1, 2019, between Pioneer Avenue SDN Berhad and Dorner Malaysia, with respect to 2A Jalan Beringin, 11960 Bayan Lepas, Pulau Pinang, Malaysia. 5. Tenancy Agreement, dated as of September 1, 2020, between David Samuel Ebenezer and Dorner Malaysia, with respect to 8 Jalan Kekabu, Batu Maung, 11960 Penang, Malaysia. 6. Office and Warehouse Lease, dated as of May 17, 2017, between Crossroads Investments LLC and Dorner Manufacturing Corp., as amended by First Amendment to Office and Warehouse Lease, dated as of April 9, 2020, between Crossroads Investments LLC and Dorner Manufacturing Corp., with respect to 704-706 Rose Drive, Hartland, Wisconsin. 7. Lease Agreement, dated as of September 7, 2018 between G2PF and Dorner SARL, with respect to 8/10 rue Nieuport 2nd Floor, Vélizy Villacoublay (78140), France 8. Renewal Lease Agreement, dated as of November 1, 2020, between Inmobiliaria Parque Industrial Nogales, S.A. de C.V. and Dorner Latin America, S. de R.L. de C.V., with respect to Module 6 Industrial Buildings 10, 11 and 12 in Zapopan, Jalisco 9. Lease Agreement, dated as of September 1, 2017, between Inmobiliaria Parque Industrial Nogales, S.A. de C.V. and Dorner Latin America, S. de R.L. de C.V., as amended by the Amendment Agreement, dated as of September 1, 2018, between Inmobiliaria Parque Industrial Nogales, S.A. de C.V. and Dorner Latin America, S. de R.L. de C.V., with respect to Module 6 Industrial Buildings 11 and 12 in Zapopan, Jalisco

Schedule 4.9(c) Restrictions on Transfer of Real Property None.

Schedule 4.10 Personal Property; Condition and Sufficiency of Assets (a) 1. Intellectual Property Security Agreement, dated March 15, 2017, between Dorner Mfg. Corp. and The Governor and Company of the Bank of Ireland. (b) 1. None.

Schedule 4.11(a) Intellectual Property (i) Patents, Trademark Portfolio, and Conveyor Chain: See attached Additional Trademarks: Owner Country Mark App. No. Filing Date Reg. No. Reg. Date Status Dorner Mfg. Corp. US AQUAPRUF 78322212 11/3/2003 2984076 8/9/2005 Registered Dorner Mfg. Corp. US WEDGE- LOK 78300617 9/15/2003 2950706 5/10/2005 Registered Domains Domain Name Status Expires On Abfsys-dps.com Active 1/9/2022 Advancedmotion-dps.com Active 1/9/2022 Airincorporated-dps.com Active 1/9/2022 Ajacs-dps.com Active 1/9/2022 Ampmachinery-dps.com Active 1/9/2022 Antonassoc-dps.com Active 1/9/2022 Bastiansolutions-dps.com Active 1/9/2022 Braasco-dps.com Active 1/9/2022 Claycon-dps.com Active 1/9/2022 Colemanmachinery-dps.com Active 1/9/2022 Condrives-dps.com Active 1/9/2022 Conveyequip-dps.com Active 1/9/2022 Conveyordtect.com Active 9/11/2024 Conveyorselpaso-dps.com Active 1/9/2022 Conveyorsolutions-dps.com Active 1/9/2022 Craneprosys-dps.com Active 1/9/2022 D0rn3r.com Active 4/7/2024 D0rner.com Active 4/7/2024 D0rnerconv3y0r.com Active 4/7/2024 D0rnerconveyor.com Active 4/7/2024 Domerconveyer.com Active 4/7/2024 Domerconveyers.com Active 4/7/2024 Dormerconveyor.com Active 4/7/2025 Dormerconveyors.com Active 4/7/2024 Dorn3r.com Active 4/7/2024 Dorncr.com Active 4/7/2024 Dorncrconveyer.com Active 4/7/2024 Dorncrconveyor.com Active 4/7/2024 Dorner-conveyors.co.uk Active 6/27/2024 Dorner-conveyors.com Active 1/9/2022 Dorner.bz Active 5/15/2024

Domain Name Status Expires On Dorner.ca Active 11/24/2024 Dorner.co Active 10/21/2024 Dorner.com Active 1/9/2030 Dorner.com.mx Active 4/9/2024 Dorner.in Active 4/29/2024 Dorner.mx Active 7/1/2024 Dornercad.com Active 1/9/2024 Dornercomveyer.com Active 4/7/2024 Dornercomveyor.com Active 4/7/2024 Dornercomveyors.com Active 4/7/2024 Dornerconvayor.com Active 4/7/2024 Dornerconveyer.com Active 4/7/2024 Dornerconveyers.com Active 4/7/2024 Dornerconveyor.com Active 9/6/2024 Dornerconveyors.asia Active 1/9/2024 Dornerconveyors.ca Active 11/24/2024 Dornerconveyors.co Active 10/21/2024 Dornerconveyors.com Active 1/9/2030 Dornerconveyors.com.mx Active 4/9/2024 Dornerconveyors.de Active 3/5/2022 Dornerconveyors.eu Active 3/5/2024 Dornerconveyors.in Active 1/9/2024 Dornerconveyors.mx Active 8/5/2024 Dornerconveyors.uk Active 3/5/2024 Dornerconveyors.us Active 3/5/2024 Dornerconveyorslimited.ca Active 11/24/2024 Dornerconvyor.com Active 4/7/2024 Dornerconweyer.com Active 4/7/2024 Dornerconweyor.com Active 4/7/2024 Dornerdtect.com Active 9/11/2024 Dornerholding.com Active 12/21/2025 Dornerholdingcompany.com Active 10/3/2024 Dornerholdingcorp.com Active 12/21/2025 Dtectconveyors.com Active 9/11/2024 Dustprufconveyors.com Active 1/9/2024 Dynamicpkg-dps.com Active 1/9/2022 Engpaksol-dps.com Active 1/9/2022 Ess-group-dps.com Active 1/9/2022 Excelpackaging-dps.com Active 1/9/2022 Flexmove.asia Active 8/27/2022 Flexmove.biz Active 5/30/2024 Flexmove.com Active 7/27/2022 Flexmove.in Active 5/31/2024 Flexmove.us Active 5/30/2024 Hmcross-dps.com Active 1/9/2022 Huffmaneng-dps.com Active 1/9/2022

Domain Name Status Expires On Humstonmachinery-dps.com Active 1/9/2022 Imhboise-dps.com Active 1/9/2022 Indoff-dps.com Active 1/9/2022 Knottsco-dps.com Active 1/9/2022 Managedpackaging-dps.com Active 1/9/2022 Mmhcorp-dps.com Active 1/9/2022 Nelsonequipment-dps.com Active 1/9/2022 Noelle-nordhorn-dps.com Active 1/9/2022 Norcal4air-dps.com Active 1/9/2022 Northwestconveyor-dps.com Active 1/9/2022 Novatoolinc-dps.com Active 1/9/2022 Olympus-controls-dps.com Active 1/9/2022 Pacificconveyor-dps.com Active 1/9/2022 Packagedevices-dps.com Active 1/9/2022 Productions-resources-dps.com Active 1/9/2022 Rrfloody-dps.com Active 1/9/2022 Scottspecialtools-dps.com Active 1/9/2022 Sierraconveyor-dps.com Active 1/9/2022 Sourcelinkcorp-dps.com Active 1/9/2022 Stamp-tech-dps.com Active 1/9/2022 Stokesmhs-dps.com Active 1/9/2022 Sunautomation-dps.com Active 1/9/2022 t-gsales-dps.com Active 1/9/2022 Weconservices-dps.com Active 1/9/2022 Wencomachinery-dps.com Active 1/9/2022 Wrabacon-dps.com Active 1/9/2022 Europe Domains Domain Name Status Expires On Foerderband-edelstahl.de Active 2/15/2022 Foerderband-fliessband.de Active 2/15/2022 Föerderband-edelstahl.de Active 2/15/2022 Föerderband-fliessband.de Active 2/15/2022 Geppert-band.at Active 11/22/2021 Geppert-band.ch Active 11/30/2021 Geppert-band.co.uk Active 06/12/2022 Geppert-band.com Active 06/11/2021 Geppert-band.de Active 09/15/2021 Geppert-band.eu Active 11/23/2021 Sofort-produktion.de Active 02/15/2022 Sofortproduktion.de Active 02/15/2022 Geppert-band.cz Active 05/31/2021 Geppert-band.es Active 09/16/2021 Geppert-band.nl Active 06/13/2021 Geppert-band.pl Active 05/31/2021 Geppert-band.se Active 11/11/2021

Domain Name Status Expires On Rvstransportband.nl Active 07/05/2021 Vlakketransportband.nl Active 07/05/2021 Convoyeurinox.fr Active 01/09/2022 Geppert-band.fr Active 08/20/2021 Tapisdequalite.fr Active 01/09/2022 (ii) Material Company Software None.

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00006 88117403.1 0315807 EP 02/24/1993 Method and Apparatus for Stacking Articles & Feeding the Stacks to a Discharge Site Granted Closed and sent to storage 5/24/2017. 10/19/1988 0082-00010 91311827.9 0 493 938 EP 02/07/1996 Conveyor Construction Granted Closed and sent to storage 5/24/2017. 12/19/1991 0082-00063 08/313,016 5,586,685 US 12/24/1996 Apparatus for Dispensing Articles Wolfgang C. Dorner; Michael A. Hosch; Darin L. Danelski; David A. Remsing Granted Expires 9/27/20149/27/1994 0082-00074 08/702,404 5,875,883 US 03/02/1999 Adjustable Inclined Conveyor Daniel E. Ertel; Michael A. Hosch Granted Expires 8/14/2016. Closed and sent to file storage 3/16/2017. 8/14/1996 0082-00089 09/008,720 6,109,427 US 08/29/2000 Conveyor Construction Michael A. Hosch; Scott M. Hall; Daniel E. Ertel; Kenneth N. Hansen Granted Expires 1/19/2018. No further maintenance fees required. Third maintenance fee paid 12/27/2011. Closed - File to storage 6/25/2012. 1/19/1998 0082-00090 08/814,101 5,984,083 US 11/16/1999 Conveyor Belt Tensioning Mechanism Utilizing a Manually Operated Cam-Type Tool Michael A. Hosch; Scott M. Hall Granted Expires 3/10/2017 Closed and sent to file storage 3/16/2017 3/10/1997 Tuesday, October 27, 2020 Page 1 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00097 09/146,566 6,179,112 US 01/30/2001 Article Reorientation Mechanism Daniel E. Ertel Granted Expires 9/3/2018. No further maintenance fees due. Sent to storage 10/3/2012. 9/3/1998 0082-00099 09/164,330 6,220,330 US 04/24/2001 Conveyor System Incorporating an Article Guide and Positioning Arrangement for a Labeling Station Terrence E. O'Brien Granted Expires 10/1/2018. No further maintenance fees due. Sent to storage 10/3/2012. 10/1/1998 0082-00124 2,252,125 2,252,125 CA 03/28/2006 Conveyor Construction Michael A. Hosch; Scott M. Hall; Daniel E. Ertel; Kenneth N. Hansen Granted Expires 11/25/2018. Closed and sent to file storage 11/25/2023. 11/25/1998 0082-00135 09/439,862 6,296,437 US 10/02/2001 Discharge Stacking Station for Sortation Conveying System David A. Remsing; Jason M. Knas; Todd R. Eggebrecht Granted Expires 11/12/2019 Closed and sent tof file storage 3/16/2017. 11/12/1999 0082-00143 09/439,863 6,302,638 US 10/16/2001 Combined Pushing Mechanism and Dead Plate for Stacker Accumulation Tray Todd R. Eggebrecht; Jason M. Knas Granted Expires 11/12/2019. Closed and sent to file storage 3/16/2017. 11/12/1999 0082-00147 09/450,368 6,298,981 US 10/09/2001 Conveyor Construction Hosch, Michael A.; Daniel E. Ertel; Kenneth N. Hansen; Scott M. Hall Granted Expires 11/29/2019. Sent to storage 10/05/2020. 11/29/1999 Tuesday, October 27, 2020 Page 2 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00150 09/654,137 6,422,382 US 07/23/2002 Conveyor Incorporating a Modular Frame Construction Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Expires 9/1/2020. No further maintenance fees due. Closed-file to storage 6/3/2015. 9/1/2000 0082-00159 2,356,028 2,356,028 CA 02/07/2006 Conveyor Incorporating A Modular Frame Construction Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Closed and sent to storage 09/02/2020. Expires 8/28/2021. 8/28/2001 0082-00160 PA/a/2001/008727 230906 MX 09/28/2005 Conveyor Incorporating A Modular Frame Construction Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Expires 8/29/2021. Closed and sent to storage 09/02/2020. 8/29/2001 0082-00162 10/205,036 6,651,801 US 11/25/2003 Horizontal To Vertical Transition Device For Sortation Conveyor System Mark J. Heckendorf Granted Expires 7/25/2022.7/25/2002 0082-00169 10/279,702 6,652,218 US 11/25/2003 Inductor Station For Sortation Conveying System Todd R. Eggebrecht; Jason M. Knas Granted Expires 5/24/2019. Closed-File to storage 3/4/2016. Final maintenance fee paid 5/25/2015. 10/24/2002 0082-00170 10/438,961 6,685,009 US 02/03/2004 Continuous Belt Conveyor Tensioning Mechanism Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 5/15/2023. Closed and sent to storage 1/20/2017. 5/15/2003 0082-00171 10/385,906 6,871,737 US 03/29/2005 Endless Belt Conveyor Frame And Tensioning Device Including Center Drive Construction Daniel E. Ertel; Scott M. Hall Granted Sent to storage 10/05/2020.Expires 3/11/2023. 3/11/2003 Tuesday, October 27, 2020 Page 3 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00173 03251872.2 1354829 EP 06/21/2006 Endless Belt Conveyor Frame and Tensioning Device Including Center Drive Construction Daniel E. Ertel; Scott M. Hall Granted Expires 3/25/2023. Closed and sent to storage 09/02/2020. 3/25/2003 0082-00175 PA/a/2003/002654 242138 MX 11/16/2006 Endless Belt Conveyor Frame and Tensioning Device Including Center Drive Construction Daniel E. Ertel; Scott M. Hall Granted Expires 3/27/2023. Closed and sent to storage 09/01/2020. 3/27/2003 0082-00176 10/438,420 6,910,571 US 06/28/2005 Multi-Section Conveyor Drive Roller Daniel E. Ertel Granted Expires 5/15/2023. Closed and sent to file storage 3/16/2017. 5/15/2003 0082-00188 11/426,454 7,383,944 US 06/10/2008 Sanitary Conveyor Center Drive Assembly Scott M. Hall; Craig J. Bude Granted Expires 8/4/2026. Closed and sent to storage 09/01/2020. 6/26/2006 0082-00193 11/072,672 6,971,509 US 12/06/2005 Endless Belt Conveyor Frame and Tensioning Device Including Center Drive Construction Daniel E. Ertel; Scott M. Hall Granted Expires 3/29/2022. Sent to storage 10/05/2020. 3/4/2005 0082-00194 11/186,739 7,681,719 US 03/23/2010 Sanitary Conveyor Transfer Tail Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 7/21/2025. Closed and sent to storage 09/02/2020. 7/21/2005 0082-00195 11/214,550 7,207,435 US 04/24/2007 Conveyor Belt Drive Sprocket Locking Assembly Craig Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 8/30/2025, Sent to storage 07/30/2019. 8/30/2005 Tuesday, October 27, 2020 Page 4 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00196 11/267,064 7,246,697 US 07/24/2007 Wash Down Conveyor Corner Section with Removable Wear Strips Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 11/10/2025. Sent to storage 05/23/2019. 11/4/2005 0082-00197 11/326,176 7,549,531 US 06/23/2009 Sanitary Conveyor Tip-Up Tail Assembly Scott M. Hall; Daniel E. Ertel; Michael A. Hosch Granted Expires 1/5/2026. Closed and sent to storage 09/02/2020. 1/5/2006 0082-00200 06253624.8 1760015 EP 06/20/2012 Conveyor Belt Drive Sprocket Locking Assembly Craig A. Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 7/11/2026. Closed and sent to storage 09/02/2020. 7/11/2006 0082-00201 03251872.2 1354829 GB 06/21/2006 Endless Belt Conveyor Frame and Tensioning Device Including Center Drive Construction Daniel E. Ertel; Scott M. Hall Granted Closed and sent to storage 09/02/2020. Expires 3/25/2023, 3/25/2003 0082-00207 12/039,888 7,735,638 US 06/15/2010 Conveyor Frame Asembly Having Side Rails Including Multiple Passages Paul Hau; Leroy Hundley; Craig Bude; Michael A. Hosch; Ryan Johnson Granted Expires 5/12/2028. Closed and sent to storage 09/02/2020. 2/29/2008 0082-00208 12/403,717 8,042,682 US 10/25/2011 Conveyor Belt Drive Sprocket Retention System Daniel E. Ertel Granted Closed and sent to storage 09/01/2020. Expires 8/5/2029. Filed in Canada (see 82-00218). 3/13/2009 Tuesday, October 27, 2020 Page 5 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00209 12/175,531 7,874,419 US 01/25/2011 Contained Drive System For Chain Conveyor Belt To Reduce Catenary Sag Michael A. Hosch; Paul Hau Granted Expires 8/7/2028. Closed and sent to storage 09/01/2020. 7/18/2008 0082-00218 2696491 2696491 CA 01/15/2013 Conveyor Belt Drive Sprocket Retention System Daniel E. Ertel Granted Expires 3/12/2030. Closed and sent to storage 09/01/2020. 3/12/2010 0082-00224 10251920.4 2322454 EP 12/19/2012 Extruded Rail With Contained Mounting Cavity Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Closed and sent to storage 09/01/2020. 11/12/2010 0082-00232 06253624.8 1760015 FR 06/20/2012 Conveyor Belt Drive Sprocket Locking Assembly Craig A. Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 7/11/2026. Closed and sent to storage 09/01/2020. 7/11/2006 0082-00233 06253624.8 602006030282.7 DE 06/20/2012 Conveyor Belt Drive Sprocket Locking Assembly Craig A. Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Closed and sent to storage 09/01/2020. Expires 7/11/2026. 7/11/2006 0082-00234 06253624.8 1760015 CH 06/20/2012 Conveyor Belt Drive Sprocket Locking Assembly Craig A. Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Expires 7/11/2026. Closed and sent to storage 09/01/2020. 7/11/2006 0082-00235 06253624.8 1760015 GB 06/20/2012 Conveyor Belt Drive Sprocket Locking Assembly Craig A. Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Closed and sent to storage 09/02/2020. Expires 7/11/2026. 7/11/2006 Tuesday, October 27, 2020 Page 6 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00236 06253624.8 1760015 DK 06/20/2012 Conveyor Belt Drive Sprocket Locking Assembly Craig A. Bude; Michael A. Hosch; Scott M. Hall; Daniel E. Ertel Granted Closed and sent to storage 09/01/2020. Expires 7/11/2026. 7/11/2006 0082-00237 10251920.4 2322454 FR 12/19/2012 Extruded Rail With Contained Mounting Cavity Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Expires 11/12/203011/12/2010 0082-00238 10251920.4 602010004190.5 DE 12/19/2012 Extruded Rail With Contained Mounting Cavity Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Expires 11/12/203011/12/2010 0082-00239 10251920.4 2322454 GB 12/19/2012 Extruded Rail With Contained Mounting Cavity Daniel E. Ertel; Scott M. Hall; Michael A. Hosch Granted Expires 11/12/203011/12/2010 0082-00240 13/854,177 8,936,147 US 01/20/2015 Pinch Roller Drive Jason M. Knas; Daniel E. Ertel Granted Sent to storage 10/05/2020. Converts Prov. 82-00229. Expires 4/1/2033. 4/1/2013 0082-00242 14/210,808 9,617,078 US 04/11/2017 Conveyor Frame Assembly with Cross Supports Scott M. Hall Granted Expires 03/14/2034 File closed and sent to storage 08/20/2020 3/14/2014 0082-00243 14/482,609 9,469,481 US 10/18/2016 Carousel Conveyor Drive Module Granted Expires 9/10/2034. Next tax due 4/18/2020. File closed and sent to storage 08/20/2020 9/10/2014 Tuesday, October 27, 2020 Page 7 of 8

Dorner Patent Status Report Client Ref Andrus Ref Country Serial No. Filing Date Patent No. Issue Date Title Inventors Status Comments 0082-00256 16/237,884 US Multi-Conveyor Slave Drive Mechanism Filed1/2/2019 0082-00260 15/979,705 10,737,887 US 08/11/2020 Zoned Roller Conveyor Michael A. Hosch; Cham Chin Long Granted Amd, RCE filed 10/11/2019. Awaiting further PTO action 5/15/2018 0082-00262 18172305.7 EP Zoned Roller Conveyor Michael A. Hosch; Cham Chin Long Filed5/15/2018 0082-00265 US System for Creating Holes in Conveyor Belt Docketed Tuesday, October 27, 2020 Page 8 of 8

Patent Report Flexmove System (M) Sdn. Bhd. Title: Conveyor No. FILE REF. COUNTRY APP. NO. APP. DATE SUBS. EXAM STATUS NOTES 1 PT/19/13PH Denmark PCT/DK2011/000118 26-Oct-11 NIL PCT Completed Received the International Search Report & Entered National Phase 2 PT/20/12PH Denmark PA 201000990 2-Nov-10 Requested Granted 3 PT/22/13(EP.NP)PHss European 11779333.1 / EP 2635511 B1 23-May-13 / 24-Sept-13 Requested Granted 3.1 PT/22/13(EP.NP)PHss (V) Austria " " " " 3.2 PT/22/13(EP.NP)PHss (V) Belgium " " " " 3.3 PT/22/13(EP.NP)PHss (V) Bulgaria " " " " 3.4 PT/22/13(EP.NP)PHss (V) Switzerland " " " " 3.5 PT/22/13(EP.NP)PHss (V) The Czech Republic " " " " 3.6 PT/22/13(EP.NP)PHss (V) Germany " " " " 3.7 PT/22/13(EP.NP)PHss (V) Spain " " " " 3.8 PT/22/13(EP.NP)PHss (V) Finland " " " " 3.9 PT/22/13(EP.NP)PHss (V) France " " " " 3.10 PT/22/13(EP.NP)PHss (V) Great Britian " " " " 3.11 PT/22/13(EP.NP)PHss (V) Estonia " " " " 3.12 PT/22/13(EP.NP)PHss (V) Greece " " " " 3.13 PT/22/13(EP.NP)PHss (V) Ireland " " " " 3.14 PT/22/13(EP.NP)PHss (V) Italy " " " " 3.15 PT/22/13(EP.NP)PHss (V) Luxemburg " " " " 3.16 PT/22/13(EP.NP)PHss (V) Netherlands " " " " 3.17 PT/22/13(EP.NP)PHss (V) Norway " " " " 3.18 PT/22/13(EP.NP)PHss (V) Poland " " " " 3.19 PT/22/13(EP.NP)PHss (V) Portugal " " " " 3.20 PT/22/13(EP.NP)PHss (V) Sweden " " " " 3.21 PT/22/13(EP.NP)PHss (V) Turkey " " " " 3.22 PT/22/13(EP.NP)PHss (V) Macedonia " " " " 4 PT/11/13(MY.NP)PHss Malaysia PI 2013700630 18-Apr-13 Requested Granted Next 3rd Year Annuity 17 July 2021 5 PT/12/13(AUS.NP)PHss Australia 2011325561 1-May-13 Requested Granted Next 10th Annuity on October 2021 6 PT/13/13(NZ.NP)PHss New Zealand 610078 1-May-13 Requested Granted Next 10th Annuity on October 2021 7 PT/14/13(USA.NP)PHss USA 13/824,257 / 8,851,277 29-Mar-13 / 7-Oct 14 NIL Granted First (3.5 Year) paid on 18 March 2018. Next Second (7.5 Year) Annuity Deadline is on 07 October 2021 8 PT/15/13(CN.NP)PHss Canada 2,816,110 26-Apr-13 Requested Accepted Next 11th Annuity on October 2021 9 PT/16/13(JP.NP)PHss Japan 313004333 30-Apr-13 Requested Granted Nest Annuity 6th Year due on 22 April 2021 10 PT/18/13(EN.NP)PHss Egypt PCT627/2013 15-Apr-13 Requested Pending Next 11th Annuity on October 2021 11 PT/20/13(ID.NP)PHss Indonesia W00201301142 19-Mar-13 Requested Granted Next 11th Annuity on October 2021 12 PT/29/13(CN.NP)PHss China 201180051455.00 25-Apr-13 Requested Granted Next 11th Annuity on October 2021 13 PT/31/13(MX.NP)PHss Mexico MX/9/2013/004728 26-Apr-13 Requested Granted Next Annuity is 11th - 15th which as to by 26 Oct 2021 14 PT/34/13(BR.NP)PHss Brazil BR 11 2013 0070439 26-Mar-13 Requested Pending Next 11th Annuity deadline 26 Oct 2021 16 PT/21/13(VN.NP)PHss Veitnam 1-2013-01330 26-Apr-13 Requested Granted Next 3rd Annuity on 16 December 2021 17 PT/27/13(TH.NP)PHss Thailand 1301002143 23-Apr-13 NIL Pending Waiting for next report (Request for Substantive Examination ready) Last updated: October 23, 2020 Next 11th Annuity on October 2021

Patent Report Flexmove System (M) Sdn. Bhd. Title: A Link or a Conveyor Chain, a Conveyor Chain Made up of Said Links and a Method of Operation of Said Conveyor Chain No. FILE REF. COUNTRY APP. NO. APP. DATE SUBS. EXAM STATUS NOTES 1 PT/11/11PH Malaysia PI 2011002078 10-May-11 Requested Granted 2nd Year Annuity deadline 15/12/2020 3rd Year Annuity deadline 15/12/20221 2 PT/28/11PH Malaysia PCT/MY2012/000099 9-May-12 NIL PCT Completed Received the International Search Report & Entered National Phase 3 PT/06/14(EP.NP)PHss European EP 12781888.8 2-May-14 Requested Granted 3.1 PT/06/14(EP.NP)PHss (V) Austria " " " " 3.2 PT/06/14(EP.NP)PHss (V) Belgium " " " " 3.3 PT/06/14(EP.NP)PHss (V) Bulgaria " " " " 3.4 PT/06/14(EP.NP)PHss (V) Switzerland " " " " 3.5 PT/06/14(EP.NP)PHss (V) The Czech Republic " " " " 3.6 PT/06/14(EP.NP)PHss (V) Germany " " " " 3.7 PT/06/14(EP.NP)PHss (V) Spain " " " " 3.8 PT/06/14(EP.NP)PHss (V) Finland " " " " 3.9 PT/06/14(EP.NP)PHss (V) France " " " " 3.10 PT/06/14(EP.NP)PHss (V) Great Britian " " " " 3.11 PT/06/14(EP.NP)PHss (V) Estonia " " " " 3.12 PT/06/14(EP.NP)PHss (V) Greece " " " " 3.13 PT/06/14(EP.NP)PHss (V) Ireland " " " " 3.14 PT/06/14(EP.NP)PHss (V) Italy " " " " 3.15 PT/06/14(EP.NP)PHss (V) Luxemburg " " " " 3.16 PT/06/14(EP.NP)PHss (V) The Netherlands " " " " 3.17 PT/06/14(EP.NP)PHss (V) Norway " " " " 3.18 PT/06/14(EP.NP)PHss (V) Poland " " " " 3.19 PT/06/14(EP.NP)PHss (V) Portugal " " " " 3.20 PT/06/14(EP.NP)PHss (V) Sweden " " " " 3.21 PT/06/14(EP.NP)PHss (V) Turkey " " " " 3.22 PT/06/14(EP.NP)PHss (V) Macedonia " " " " 3.23 PT/06/14(EP.NP)PHss (V) Denmark " " " " 4 PT/07/14(AUS.NP)PHss Australia 2012254270 12-Mar-14 Requested Granted Next 9th Annuity on May 2021 5 PT/08/14(NZ.NP)PHss New Zealand 622347 1-May-13 Requested Granted Next 9th Annuity on May 2021 6 PT/42/13(USA.NP)PHss USA 13/990,934 / 8,844,712 31-May-13 Requested Granted First (3.5 Year) paid on 18 March 2018. Next Second (7.5 Year) Annuity Deadline is on 30 September 2021. 7 PT/09/14(CN.NP)PHss Canada 2,848,276 9-May-12 Requested Accepted Next 9th Annuity on May 2021 8 PT/12/14(ID.NP)PHss Indonesia P00.2014.01942 3-Apr-14 Requested Pending Waiting for next report (Request for Substantive Examination ready) 9 PT/10/14(TH.NP)PHss Thailand 1401002700 16-May-14 NIL Pending Waiting for next report (Request for Substantive Examination ready) 10 PT/11/14(VN.NP)PHss Veitnam 1-2014-01758 29-May-14 Requested Granted Next 3rd Annuity 07 October 2021 Last updated: October 23, 2020 Next 10th Annuity deadline is MAY 2021

DocketNumbe MarkName Country ApplicationNumbe RegistrationNumbe RegistrationDat Current Renewal Status CountryCod 0082-00044 DORNER and Design Hong Kong - (HK) 93/07133 9584 7/13/1993 7/13/2024 Registered - HK 0082-00038 DORNER & Design Brazil - (BR) 817448527 817448527 5/16/1995 5/16/2025 Registered - BR 0082-00048 DORNER & Design Republic of Korea - (KR) 93-22980 296027 8/16/1994 8/16/2024 Registered - KR 0082-00055 DORNER & Design Taiwan - (TW) 82-041941 626898 12/31/1993 12/30/2023 Registered - TW 0082-00093 DORNER & Design Colombia - (CO) 97032823 215099 12/29/1998 12/29/2028 Registered - CO 0082-00210 AquaGard United States - (US) 77/649,902 3,782,313 4/27/2010 4/27/2030 Registered - US 0082-00222 SMARTSLOT United States - (US) 85/028,942 3,991,042 7/5/2011 7/5/2021 Registered - US 0082-00076 DORNER & Design Argentina - (AR) 2965211 2408544 11/15/2010 11/15/2020 Registered - AR 0082-00228 eDrive United States - (US) 85/314,196 4,133,100 4/24/2012 4/24/2022 Registered - US 0082-00241 SMARTFLEX United States - (US) 85/939,137 4,508,007 4/1/2014 4/1/2024 Registered - US 0082-00244 SMARTPACE United States - (US) 86/431,297 5,027,695 8/23/2016 8/23/2026 Registered - US 0082-00245 SMARTPACE and United States - (US) 86/431,311 5,037,086 9/6/2016 9/6/2026 Registered - US 0082-00180 AQUAPRUF LOGO United States - (US) 78/322,298 2,984,077 8/9/2005 8/9/2025 Registered - US 0082-00077 DORNER (Stylized) The European Union Trademark - 285,601 285601 11/6/1998 6/30/2026 Registered - EM 0082-00079 LPZ United States - (US) 75/127,827 2,061,487 5/13/1997 5/13/2027 Registered - US 0082-00092 DORNER Chile - (CL) 383685 514828 6/17/1998 6/17/2028 Registered - CL 0082-00046 DORNER & Design Italy - (IT) RM93C002558 661704 11/8/1995 8/3/2023 Registered - IT 0082-00047 DORNER & Design Japan - (JP) 72659/93 3236871 12/25/1996 12/25/2026 Registered - JP 0082-00094 DORNER Spain - (ES) 2,108,389 2,108,389 9/21/1998 8/4/2027 Registered - ES 0082-00033 DORNER and Design United States - (US) 74/222,186 1,715,052 9/15/1992 9/15/2022 Registered - US 0082-00036 DORNER and Design Australia - (AU) 606202 606202 3/13/1995 7/5/2030 Registered - AU 0082-00037 DORNER Benelux - (BX) 801210 536488 8/3/1993 8/3/2023 Registered - BX 0082-00054 DORNER & Design Switzerland - (CH) 9818-1993-3 413408 12/22/1994 8/16/2023 Registered - CH 0082-00039 DORNER & Design Canada - (CA) 735009 453711 2/9/1996 2/9/2026 Registered - CA 0082-00040 DORNER China P.R. - (CN) 93078589 741046 4/21/1995 4/20/2025 Registered - CN 0082-00041 DORNER & Design France - (FR) 93478030 93478030 7/27/1993 7/31/2023 Registered - FR 0082-00042 DORNER Germany - (DE) D52984/7W2 2075230 7/2/1993 7/31/2023 Registered - DE 0082-00043 DORNER and Design Great Britain - (GB) 1543518 1543518 3/17/1995 7/30/2030 Registered - GB 0082-00049 DORNER and Design Malaysia - (MY) 93-07432 93-07432 7/7/1997 9/22/2020 Registered - MY 0082-00050 DORNER & Design Mexico - (MX) 173808 449931 1/10/1994 7/26/2023 Registered - MX 0082-00051 DORNER & Design Singapore - (SG) 5008/93 5008/93 10/29/1997 7/3/2023 Registered - SG 0082-00053 DORNER & Design Sweden - (SE) 93-06818 261291 10/14/1994 10/14/2024 Registered - SE 0082-00253 GLOBE LOGO United States - (US) 87/284,493 5,325,670 10/31/2017 10/31/2027 Registered - US 0082-00261 DTECT United States - (US) 87/920,157 Filed - (F) US 0082-00266 ERT United States - (US) 88/740,661 Filed - (F) US 0082-00267 ERT and logo United States - (US) 88/740,658 Filed - (F) US

TRADEMARK PORTFOLIO No. COUNTRY MARK PROPRIETOR REG. NO. APP. DATE CLASS STATUS EXPIRY DATE NOTES 1 Australia DORNER (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 1299126 14-May-09 7 Registered 14/May/2029 Watch Next Renewal 2 Australia KLEANZ FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 1531801 17-Dec-12 7 Registered 17/Dec/2022 Watch Next Renewal 3 CTM DORNER (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 005673652 8-Feb-07 6,7,9 Registered 8/Feb/2027 Watch Next Renewal 4 CTM DORNER (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 008656531 2-Nov-09 6,7,9 Registered 2/Nov/2029 Watch Next Renewal 5 CTM KLEANZ FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 011438355 19-Dec-12 6,7,9 Registered 2/Apr/2023 Watch Next Renewal 6 Canada FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. TMA767, 025 18-May-10 6,7,9 Registered 18/May/2025 Watch Next Renewal 7 Canada KLEANZ FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. TMA940,023 18-Dec-12 7 Registered 6/Jun/2031 Watch Next Renewal 8 Egypt FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 262070 27-Jun-11 7 Registered 26/Jun/2021 Watch Next Renewal 9 India FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 1958922 30-Apr-10 7 Registered 30/Apr/2030 Watch Next Renewal 10 Indonesia FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. IDM000397618 13-May-11 7 Registered 13/May/2021 Watch Next Renewal 11 Korea FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 40-1048473 8-Jun-12 7 Registered 16/Jul/2024 Watch Next Renewal 12 Lebanon FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 135914 2-Jun-11 7 Registered 2/Jun/2026 Watch Next Renewal 13 Malaysia DORNER (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 09050697 30-Oct-09 7 Registered 30/Oct/2029 Watch Next Renewal 14 Malaysia KLEANZ FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 2012060069 17-Dec-12 7 Registered 17/Dec/2022 Watch Next Renewal 15 Malaysia FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 04003371 18-Mar-04 7 Registered 18/Mar/2024 Watch Next Renewal 16 New Zealand DORNER (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 806394 14-May-09 7 Registered 14/May/2029 Watch Next Renewal 17 Russia FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 2010714408 4-May-10 7 Registered 4/May/2030 Watch Next Renewal 18 Saudi Arabia FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 1413/50 27-Jun-11 7 Registered 1/Mar/2021 Watch Next Renewal 19 Singapore FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. T1005552Z 3-May-10 7 Registered 3/May/2030 Watch Next Renewal 20 Thailand FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 806068 20-May-11 7 Registered 19/May/2021 Watch Next Renewal 22 Turkey DORNER (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 2010 31047 11-May-10 7 Registered 11/May/2030 Watch Next Renewal 23 USA FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 3,923,963 2-Nov-09 7 Registered To file DAU between 22/02/2020 and 22/02/2021 Pending payment for filing renewal, DAU and Change of Name & Address 25 USA FLEXMOVE SYSTEM (M) SDN. BHD. 264, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 3 573 033 11-Oct-06 7 Registered 10/Feb/2029 Watch Next Renewal 26 Philippines FLEXMOVE SYSTEM (M) SDN. BHD. 128, Jalan Permatang Damar Laut, 11960 Bayan Lepas, Penang, Malaysia. 4-2014-010875 1-Sep-14 7 Registered To file DAU between 19/03/2020 and 19/03/2021 Pending renewal and DAU Updated 23 October 2020