CONTINGENT
VALUE RIGHTS AGREEMENT


THIS
CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among COMMUNICATIONS
SYSTEMS, INC., a Minnesota corporation (the “Parent”), [●], as Rights Agent (the “Rights Agent”),
and [●], in [its/his/her] capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).


Recitals


WHEREAS,
the Parent, Helios Merger Co., a Delaware corporation and direct wholly owned subsidiary of the Parent (the “Merger Sub”),
and Pineapple Energy, LLC, a Delaware limited liability company (the “Company”), entered into an Agreement
and Plan of Merger dated as of March 1, 2021 (the “Merger Agreement”), pursuant to which the Merger Sub will
merge with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of the
Parent;


WHEREAS,
pursuant to the Merger Agreement, the Parent agreed to issue and distribute to the Persons, who as of immediately prior to the
Effective Time are shareholders of record of the Parent, the right to receive certain contingent value rights, on the terms and
subject to the conditions hereinafter described; and


WHEREAS,
the Parent desires that the Rights Agent act as its agent for the purposes of effecting the distribution of the CVRs (as hereinafter
defined) to those shareholders of the Parent entitled to receive CVRs and performing the other services described in this Agreement.


NOW
THEREFORE, in consideration of the foregoing
and the consummation of the transactions referred to above, the parties hereto, intending to be legally bound, agree as follows:


ARTICLE
I



DEFINITIONS


Section
1.1.Definitions. For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:


(a)       the
terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;


(b)       all
accounting terms used herein and not expressly defined herein shall have the meanings assigned to such terms in accordance with
United States generally accepted accounting principles, as in effect on the date hereof;


(c)       the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section or other subdivision;


(d)       unless
the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any
gender shall include all genders and




     

    	 



    

words
denoting natural Persons shall include corporations, limited liability companies, partnerships and other Persons and vice versa;


(e)       all
references to “including” shall be deemed to mean including without limitation; and


(f)       capitalized
terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. The following terms
shall have the meanings ascribed to them as follows:


“Accountant”
has the meaning set forth in Section 2.8.


“Affiliate”
means, with respect to any Person, any Person that controls, is controlled by, or is under common control with such Person.


“Business
Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Minneapolis, Minnesota
are authorized or required by Law to be closed for business.


“CVR
Escrow” means a segregated escrow account in which all: (i) Net Proceeds, and (ii) the Reserve Fund amounts,
if any, will be held until disbursed pursuant to the terms of this Agreement.


“CVR
Payment Amount” means (a)(i) with respect to any Legacy Monetization for which a Disposition Agreement is entered into
prior to the Effective Time, 100% of the Net Proceeds in respect of each respective item of Gross Proceeds received by the Parent
or any of its Affiliates regardless of when any such Gross Proceeds are actually received, or (ii) with respect to any Legacy
Monetization for which a Disposition Agreement is entered into following the Effective Time, 90% of Net Proceeds in respect of
each respective item of Gross Proceeds received by the Parent or any of its Affiliates as a result of any Legacy Monetization
regardless of when any such Gross Proceeds are actually received, less (b) any Reserve Fund amounts applicable to each
such respective item of Gross Proceeds. Notwithstanding the foregoing, any CVR Payment Amount that is less than $200,000 shall
be aggregated with the next subsequent CVR Payment Amount, and if not paid prior thereto, included in the Final CVR Payment and,
further provided, in no event shall any CVR Payment, including the Final CVR Payment, be made if the CVR Payment Amount would
be less than $50,000 in the aggregate.


“CVR
Payment Date” means the 75th day after the end of the calendar quarter in which a respective item of Gross Proceeds
is received by the Parent.


“CVR
Payment Period” means each calendar quarter during the CVR Term, with the first CVR Payment Period commencing on the
date hereof and ending on [●], 2021.


“CVR
Payment Statement” means, for a given CVR Payment Period, a written statement of the Parent, setting forth in reasonable
detail, (i) the CVR Payment Amount for such CVR Payment Period, (ii) a description of the total amounts received during such CVR
Payment Period from each Legacy Monetization, and (iii) a calculation of any Monetization Expenses during such CVR Payment Period.




    	 	1	 



    	 



    

“CVR
Register” has the meaning set forth in Section 2.4(b).


“CVR
Registrar” has the meaning set forth in Section 2.4(b).


“CVRs”
means the contingent value rights issued by the Parent as contemplated by this Agreement. Unless otherwise specified herein, for
purposes of this Agreement all the CVRs shall be considered as part of and shall act as one class only.


“CVR
Term” means the period beginning on the Effective Time and ending on the date that is eighteen (18) months following
the Effective Time.


“Disposition
Agreement” means a definitive agreement, contract or other document entered into by the Parent providing for the sale,
transfer, disposition, spin-off, or license of all or any part of the Parent Legacy Assets.


“DTC”
means The Depository Trust Company or any successor thereto.


“Effective
Time” has the meaning set forth in the Merger Agreement.


“Final
CVR Payment” means the CVR Payment Date on which the last CVR Payment related to all the Legacy Monetization is made.


“Gross
Proceeds” means all cash or cash proceeds (and the fair market value, as determined by the Parent, as of the time of
receipt of such non-cash consideration, of all non-cash consideration such as stock or marketable securities) received by the
Parent from a Legacy Monetization.


“Holder”
means a Person in whose name a CVR is registered in the CVR Register.


“Legacy
Monetization” means the sale, transfer, disposition, spin-off, or license of all or any part of the Parent Legacy Assets,
which transaction is consummated during the CVR Term. A Legacy Monetization will also include the distribution of any cash or
cash equivalents (“Legacy Cash”) that are a part of the Parent Legacy Assets in any amount that is in excess
of the liabilities and obligations relating to Parent or the Parent Legacy Assets at the Effective Time.


“Legacy
Shareholders” has the meaning set forth in Section 2.2.


“Monetization
Expenses” means:


(a)       any
expenses incurred or accrued relating to an unpaid invoice by the Parent or any of its Affiliates as a result of pursuing, negotiating,
entering into and closing any Legacy Monetization, fees and out-of-pocket expenses of the Rights Agent and CVR Holders’
Representative and any other brokerage fee, finder’s fee, success fees, transaction fees, service fees, commission, accountant
fees, advisor fees, legal fees and similar items in incurred as a result of pursuing, negotiating, entering into and closing any
Legacy Monetization, provided, however, that, in each case, in no event shall the Monetization Expenses include any administrative
or similar expenses or fees payable by the Parent in connection with its general overhead;




    	 	2	 



    	 



    

(b)       any
applicable Tax (including any applicable value added or sales taxes) imposed on Gross Proceeds and payable by the Parent or any
of its Affiliates (regardless of whether the due date for such Taxes arises during or after the CVR Term) and, without duplication,
any income or other similar Taxes payable by the Parent or any of its Affiliates that would not have been incurred by the Parent
or any of its Affiliates but for the Legacy Monetization or Gross Proceeds; provided that such Taxes shall be computed after taking
into account any available net operating loss carryforwards or other Tax attributes existing as of the Effective Time actually
recognized by the Parent or its Affiliates;


(c)       to
the extent not paid with Legacy Cash or by revenue generated solely by the Parent Legacy Assets prior to the closing of the Legacy
Monetization, any expenses incurred by Parent or any of its Affiliates in respect of the performance of this Agreement following
the Effective Time, including preserving and maintaining any Parent Legacy Assets, indemnification expenses with respect to Parent
Legacy Assets, allocation of rent expenses or in respect of its performance of any Contract in connection with any Parent Legacy
Assets, including any costs related to the prosecution, maintenance or enforcement by Parent or any of its Affiliates of intellectual
property rights in the Parent Legacy Assets;


(d)       any
loss, liability, damage, judgment, fine, penalty, cost or expense incurred or reasonably
expected to be incurred by Parent or any of its Affiliates arising out of any third-party claims, demands, actions, or other proceedings
relating to any disposition of Parent Legacy Assets, including indemnification obligations of the Parent or any of its Affiliates
set forth in any Disposition Agreement; and


(e)       to
the extent not paid by revenue generated solely by the Parent Legacy Assets prior to the closing of the Legacy Monetization, any
Liabilities borne by the Parent or any of its Affiliates pursuant to any Contract or Disposition Agreement primarily related to
Parent Legacy Assets, including costs or severance payments and benefits arising from the termination thereof and the termination
of employees of Parent whose position related primarily to the Parent Legacy Assets; provided, that obligations under the change
in control agreements related to the persons set forth on Schedule 2 shall not constitute Monetization Expenses unless
these scheduled individuals are notified of termination of employment or the individuals notify Parent of their intent to terminate
their employment prior to the Effective Time.


“Net
Proceeds” means, with respect to each respective Legacy Monetization, the excess, if any, of (i) all Gross Proceeds
less (ii) all Monetization Expenses. For clarity, to the extent Monetization Expenses
exceed Gross Proceeds for any CVR Payment Period, any excess Monetization Expenses shall be applied against Gross Proceeds in
subsequent CVR Payment Periods.


“Notice
of Objection” has the meaning set forth in Section 2.5(b).


“Parent
Legacy Assets” means any and all assets, properties, and equipment of the Parent in existence as of the Effective Time;
provided, that the Parent Legacy Assets shall not include any cash or cash equivalents in existence as of the Effective Time to
cover the earn out obligations relating to Parent’s acquisition of IVDesk Minnesota, Inc. (the “Earn Out”);
however, following the satisfaction of all obligations relating to the Earn Out, any remaining Earn Out amounts shall




    	 	3	 



    	 



    

constitute
Parent Legacy Assets. Notwithstanding the foregoing, Parent may retain and utilize duplicate copies of the books and records of
Parent.


“Permitted
Transfer” means: (i) a transfer of any or all of the CVRs (upon the death of the Holder) by will or intestacy;
(ii) a transfer by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries
under the terms of such trust; (iii) transfers made pursuant to a court order of a court of competent jurisdiction (such
as in connection with divorce, bankruptcy or liquidation); (iv) a transfer made by operation of law (including a consolidation
or merger) or in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership
or other entity; (v) a transfer from a participant’s account in a tax-qualified employee benefit plan to the participant
or to such participant’s account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement
account for the benefit of such participant; or (vi) a transfer from a participant in a tax-qualified employee benefit plan,
who received the CVRs from such participant’s account in such tax-qualified employee benefit plan, to such participant’s
account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit
of such participant.


“Person”
means any individual, firm, corporation, limited liability company, partnership, trust or other entity, and shall include any
successor (by merger or otherwise) thereof or thereto.


“Reserve
Fund” means, with regard to each particular Legacy Monetization other than a distribution of Legacy Cash, a reasonable
amount to be determined by the Parent, not to exceed: (i) in the case of any Legacy Monetization for which a Disposition Agreement
is entered into prior to the Effective Time, 7.5% of the Gross Proceeds of such Legacy Monetization, and (ii) in the case of any
Legacy Monetization for which a Disposition Agreement is entered into following the Effective Time, 6.75% of the Gross Proceeds
of such Legacy Monetization, which is to be retained as part of the CVR Escrow in accordance with this Agreement to satisfy any
indemnification obligations of the Parent contained in the Disposition Agreement for such Legacy Monetization in excess of any
escrow fund established pursuant to the Disposition Agreement for such Legacy Monetization for purposes of satisfying the Parent’s
indemnification obligations thereunder.


“Surviving
Person” has the meaning set forth in Section 6.1(a).


ARTICLE
II



CONTINGENT VALUE RIGHTS


Section
2.1.Appointment of Rights Agent. The Parent hereby appoints [●] to act as the
Rights Agent for the Parent in accordance with the instructions hereinafter set forth in this Agreement, and the Rights Agent
hereby accepts such appointment.


Section
2.2.Issuance of CVRs. The CVRs shall be issued and distributed by the Rights Agent after
the Effective Time to the Persons who as of the close of trading on the Nasdaq Capital Market on the Business Day before the Effective
Time are shareholders of record of the Parent (the “Legacy Shareholders”). Each Legacy Shareholder is entitled
to one (1) CVR for each share of Parent Common Stock held by such Legacy Shareholder as of immediately prior to the Effective
Time.




    	 	4	 



    	 



    

Section
2.3.Nontransferable. The CVRs shall not be sold, assigned, transferred, pledged, encumbered
or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted Transfer. The
CVRs will not be listed on any quotation system or traded on any securities exchange.


Section
2.4.No Certificate; Registration; Registration of Transfer; Change of Address.


(a)       The
CVRs shall be issued in book-entry form only and shall not be evidenced by a certificate or other instrument.


(b)       The
Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs. The Rights Agent is hereby
initially appointed as the registrar and transfer agent (the “CVR Registrar”) for the purpose of registering
CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one
position for Cede & Co. representing shares of Parent Common Stock held by DTC on behalf of the street holders of the
shares of Parent Common Stock held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no
responsibility whatsoever directly to the street name holders with respect to transfers of CVRs. With respect to any payments
or issuances to be made under this Agreement, the Rights Agent will accomplish the payment to any former street name holders of
shares of Parent Common Stock by sending one lump-sum payment or issuance to DTC. The Rights Agent will have no responsibilities
whatsoever with regard to the distribution of payments by DTC to such street name holders.


(c)       Subject
to the restriction on transferability set forth in Section 2.3, every request made to effect a Permitted Transfer of a
CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other requested documentation
in a form reasonably satisfactory to the Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof
or by the duly appointed legal representative thereof. A request for a transfer of a CVR shall be accompanied by such documentation
establishing satisfaction that the transfer is a Permitted Transfer as may be reasonably requested by the Parent and the CVR Registrar
(including opinions of counsel), if appropriate. Upon receipt of such written notice, the CVR Registrar shall, subject to its
reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms
and conditions herein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR
Register shall be the valid obligations of the Parent, evidencing the same right and shall entitle the transferee to the same
benefits and rights under this Agreement, as those held by the transferor. No transfer of a CVR shall be valid until registered
in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio. Any transfer or assignment
of the CVRs shall be without charge (other than the cost of any transfer Tax which shall be the responsibility of the transferor)
to the Holder. The Parent and the Rights Agent may require evidence of payment of a sum
sufficient to cover any stamp, documentary, registration, or other Tax or governmental charge that is imposed in connection with
any such registration of transfer (or evidence that such Taxes and charges are not applicable). 


(d)       A
Holder (or the CVR Holders’ Representative, on behalf of a Holder) may make a written request to the CVR Registrar to change
such Holder’s address of record in the CVR




    	 	5	 



    	 



    

Register.
The written request must be duly executed by the Holder and conform to such other reasonable requirements as the CVR Registrar
may from time to time establish. Upon receipt of such proper written notice, the CVR Registrar shall promptly record the change
of address in the CVR Register.


(e)       The
Parent will provide written instructions to the Rights Agent for the distribution of CVRs to holders of Parent Common Stock as
of immediately prior to the Effective Time. Subject to the terms and conditions of this Agreement and the Parent’s prompt
confirmation of the Effective Time, the Rights Agent shall effect the distribution of the CVRs, less any applicable withholding
tax, to each holder of Parent Common Stock as of the Effective Time by the mailing of a statement of holding reflecting such CVRs.


Section
2.5.Payment Procedures.


(a)       Within
forty-five (45) days after the end of each CVR Payment Date during the CVR Term in which the Parent received Gross Proceeds, the
Parent shall deliver to the CVR Representative and Rights Agent a CVR Payment Statement for such CVR Payment Period. Concurrent
with the delivery of each CVR Payment Statement, the Parent shall provide the CVR Representative and Rights Agent with reasonable
documentation to support its calculation of the CVR Payment and Monetization Expenses. Upon the CVR Holders’ Representative’s
request, the Parent shall make its accounting personnel available during normal business hours to the CVR Holders’ Representative
or its authorized representative to discuss and answer questions with respect to the calculation of the CVR Payment Amount. Within
fifteen (15) days after the CVR Holders’ Representative’s receipt of all information contemplated by this Section
2.5(a), the CVR Holders’ Representative may deliver a written notice to the Parent (with a copy to the Rights Agent)
specifying that the CVR Holders’ Representative objects to the indicated CVR Payment Amount (a “Notice of Objection”),
and stating the reason upon which the CVR Holders’ Representative has determined that (i) a CVR Payment Amount is due and
payable, or (ii) the calculation of the CVR Payment Amount is in error. Any Notice of Objection shall identify in reasonable detail
the nature of any proposed revisions to the CVR Payment. Any dispute arising from a Notice of Objection shall be resolved in accordance
with Section 7.4 or by an independent third party valuation expert selected by the Parent and the CVR Holders’ Representative
(and subject to the execution of a reasonable and customary confidentiality/nonuse agreement), whose decision shall be binding
on the parties hereto and every Holder. The fees charged by the valuation expert referenced in the foregoing sentence shall be
allocated between the Parent and the Holders (by deduction from the CVR Payment Amount) in the same proportion that the disputed
amount of the CVR Payment Amount that was unsuccessfully disputed by (as finally determined by the valuation expert) bears to
the total disputed amount of the CVR Payment Amount.


(b)       On
or before each CVR Payment Date, the Parent shall deliver to the Rights Agent and cause the Rights Agent to deliver to the Holders,
pro rata as to their CVR holdings, the amount of the indicated CVR Payment Amount. It is understood that all Monetization Expenses
shall be applied in full (but without duplication) against respective Gross Proceeds. Any Reserve Fund amounts in the CVR Escrow
established for a Legacy Monetization shall be released from such Reserve Fund upon the earlier of: (i) twelve (12) months following
the consummation of the applicable Legacy Monetization; and (ii) the expiration of any generally applicable indemnity escrow established
for purposes of breaches of the Parent’s representations and warranties in any




    	 	6	 



    	 



    

Disposition
Agreement. Thereafter, any such released Reserve Fund amounts shall be included by the Parent in the CVR Payment Amount paid on
the next CVR Payment Date.


(c)       All
payments by the Parent hereunder shall be made in U.S. dollars. The Parent shall be entitled to deduct and withhold, or cause
to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Parent
is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended
or succeeded, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to
or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement
as having been paid to the Holder in respect of which such deduction and withholding was made.


Section
2.6.No Voting, Dividends or Interest; No Equity or Ownership Interest in Parent.


(a)       The
CVRs shall not have any voting or dividend rights, and interest shall not accrue on any amounts payable on the CVRs.


(b)       The
CVRs shall not represent any equity or ownership interest in the Parent (or in any constituent company to the Merger) or in any
Parent Legacy Assets or other asset. It is hereby acknowledged and agreed that the CVRs shall not represent a security of the
Parent. The rights or remedies of the holders of CVRs are contractual rights limited to those expressly set forth in this Agreement,
and such Holders’ sole right to receive property is the right to receive cash from the Parent in accordance with the terms
hereof.


(c)       Each
Holder acknowledges and agrees to the appointment and authority of the CVR Holders’ Representative to act as the exclusive
representative, agent and attorney-in-fact of such Holder and all Holders as set forth in this Agreement. Each Holder agrees that
such Holder will not challenge or contest any action, inaction, determination or decision of the CVR Holders’ Representative
or the authority or power of the CVR Holders’ Representative and will not threaten, bring, commence, institute, maintain,
prosecute or voluntarily aid any action, which challenges the validity of or seeks to enjoin the operation of any provision of
this Agreement, including the provisions relating to the authority of the CVR Holders’ Representative to act on behalf of
such Holder and all Holders as set forth in this Agreement.


(d)       It
is hereby acknowledged and agreed that the CVRs and the possibility of any payment hereunder with respect thereto are highly speculative
and subject to numerous factors outside of the Parent’s control, and there is no assurance that Holders will receive any
payments under this Agreement or in connection with the CVRs. Each Holder acknowledges that it is highly possible that no Legacy
Monetization will occur prior to the expiration of the CVR Term and that there will not be any Gross Proceeds that may be the
subject of a CVR Payment Amount. 


Section
2.7.Discretion and Decision Making Authority; No Fiduciary Duty.


(a)       Until
the expiration of the CVR Term, the CVR Holders’ Representative and the Parent shall cooperate to use commercially reasonable
efforts to pursue Legacy Monetizations, and the CVR Holders’ Representative shall have the final discretion and decision
making authority, not to be unreasonably withheld, over the final terms of each Legacy




    	 	7	 



    	 



    

Monetization,
including the particular manner, and upon what terms and conditions each Legacy Monetization is consummated; provided, that, any
such Legacy Monetization shall require the Parent to execute the Disposition Agreement (so long as such Disposition Agreement
does not include unreasonable burdens or obligations on the Parent). In furtherance of the foregoing:


(i)       the
Parent shall not, before the expiration of the CVR Term, sell, transfer, dispose, spin-off, or license any Parent Legacy Assets
or use Legacy Cash, except pursuant to a Legacy Monetization agreed to by the CVR Holders’ Representative or in the ordinary
course of business of the Parent Legacy Assets consistent with past practice;


(ii)       the
Parent shall not before the expiration of the CVR Term terminate or intentionally materially negatively impact the Parent Legacy
Assets, including by failing to preserve and maintain the Parent Legacy Assets, without the prior written approval of the CVR
Holders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; and


(iii)       the
Parent shall pay $[●] to the CVR Holders’ Representative at the Effective Time as compensation for services rendered
by the CVR Holders’ Representative pursuant to this Agreement.


(b)       The
CVR Holders’ Representative, after good faith discussions with Parent, shall be entitled to be reimbursed from the CVR Escrow
for direct costs and expenses related to any Legacy Monetization.


(c)       It
is acknowledged and agreed that neither the Parent nor its Affiliates owe, by virtue of their obligations under this Agreement,
a fiduciary duty or any implied duties to the Holders and the parties hereto, and the Parent and its Affiliates intend solely
the express provisions of this Agreement to govern their contractual relationship with respect to the CVRs. It is acknowledged
and agreed that this Section 2.7(c) is an essential and material term of this Agreement. Except as expressly set
forth herein, none of the Parent or any of its Subsidiaries shall have any obligation or liability whatsoever to any Holder relating
to or in connection with any action, or failure to act, with respect to the sale of the Parent Legacy Assets. Following the CVR
Term, the Parent shall be permitted to take any action in respect of the Parent Legacy Assets in order to satisfy any wind-down
Liabilities associated with the Parent Legacy Assets.


Section
2.8.Audit Right and Information Rights.


(a)       Prior
to the termination of this Agreement, upon not less than forty-five (45) calendar days’ prior written request by the CVR
Holders’ Representative, the Parent shall meet at reasonable times during normal business hours with the CVR Holders’
Representative to discuss the content of any CVR Payment Statement. Such meeting shall not be requested more frequently than twice
each calendar year. The Parent agrees to maintain, for at least one year after the last possible Legacy Monetization, all books
and records relevant to the calculation of a CVR Payment Amount and the amount of Net Proceeds. Prior to the termination of this
Agreement (but not requested more frequently than once per calendar year), subject to not less than forty-five (45) calendar days
advance written notice from the CVR Holders’ Representative and prior execution




    	 	8	 



    	 



    

and
delivery by it and an independent accounting firm of national reputation chosen by the CVR Holders’ Representative (the
“Accountant”) of a reasonable and customary confidentiality/nonuse agreement, the Parent shall permit the CVR
Holders’ Representative and the Accountant, acting as agent of the CVR Holders’ Representative, at the CVR Holders’
Representative’s cost, to have access during normal business hours to the books and records of the Parent as may be reasonably
necessary to (and for the sole purpose) audit the calculation of such CVR Payment Amount or the calculation of the amount of Net
Proceeds.


(b)       Commencing
at the Effective Time and ending on the Final CVR Payment date, the CVR Holders’ Representative will have access to the
schedule of deposits and releases regarding the CVR Escrow.


Section
2.9.Termination. This Agreement will expire and be of no force or effect, the parties
hereto will have no liability hereunder (other than with respect to monies due and owing by the Parent to the CVR Holders’
Representative, if applicable, and the Rights Agent or any other rights of the Rights Agent which expressly survive the termination
of this Agreement), and no additional payments will be required to be made (and the CVRs
will expire without any consideration or compensation therefor), upon the earlier of (a) the payment of the full amount
of all CVR Payment Amounts to the Rights Agent and the payment of the full amount of all CVR Payment Amounts to the Holders by
the mailing by the Rights Agent of each applicable CVR Payment Amount to each Holder at the address reflected in the CVR Register
and (b) the expiration of the CVR Term; provided that this Agreement shall remain in effect and not limit
the right of Holders to receive the CVR Payment Amounts to the extent earned prior to the expiration of this Agreement or held
in the CVR Escrow or Reserve Fund, and the provisions applicable thereto will survive the expiration of this Agreement until such
CVR Payments have been made, if applicable.


Section
2.10.Ability to Abandon CVR. A Holder may at any time, at such Holder’s option,
abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to the Parent with or without consideration
therefor. Nothing in this Agreement is intended to prohibit the Parent from offering to acquire CVRs for consideration in its
sole discretion.


ARTICLE
III



THE RIGHTS AGENT


Section
3.1.Certain Duties and Responsibilities. The Rights Agent shall not have any liability
for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, fraud, bad
faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


Section
3.2.Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties
and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into
this Agreement against the Rights Agent. The Rights Agent will report to both the CVR Holders’ Representative and Parent.
In addition:




    	 	9	 



    	 



    

(a)       the
Rights Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;


(b)       the
Rights Agent may engage and consult with counsel of its selection and the written advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon;


(c)       in
the event of arbitration, the Rights Agent may engage and consult with tax experts, valuation firms and other experts and third
parties that it, in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunder;


(d)       the
Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect
of the premises; and


(e)       the
Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands,
suits or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the costs
and expenses of defending the Rights Agent against any claims, charges, demands, suits or loss, unless such loss shall have been
determined by a court of competent jurisdiction to be a result of the Rights Agent’s willful misconduct, fraud, bad faith
or gross negligence or for the fees of counsel and expenses in connection with any lawsuit initiated by the Rights Agent on behalf
of itself or the Holders.


(f)       The
Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement, as set forth on Schedule
1 hereto, and (ii) to reimburse the Rights Agent for all taxes and governmental charges, reasonable expenses and other charges
of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than taxes measured by the Rights
Agent’s net income). The Rights Agent shall also be entitled to reimbursement from the Parent for all reasonable and necessary
out-of-pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder.
An invoice for the agreed-upon fee of the Rights Agent as set forth on Schedule I will be rendered a reasonable time prior
to, and paid on, the Effective Time. The foregoing shall not apply to the extent an expense
has been determined by a decision of a court of competent jurisdiction to have resulted from the Rights Agent’s gross negligence,
fraud, bad faith or willful misconduct. An invoice for any out-of-pocket expenses and per item fees realized will be rendered
and payable within thirty (30) days after receipt by the Parent.


Section
3.3.Resignation and Appointment of Successor.


(a)       The
Rights Agent may resign at any time by giving written notice thereof to the Parent specifying a date when such resignation shall
take effect, which notice shall be sent at least thirty (30) days prior to the date so specified.


(b)       If
the Rights Agent resigns or become incapable of acting, the Parent shall promptly appoint a qualified successor Rights Agent who
may be the CVR Holders’ Representative or a Holder but shall not be an officer of the Parent. The successor Rights Agent




    	 	10	 



    	 



    

so
appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(b), become the successor
Rights Agent.


(c)       The
Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent
by mailing written notice of such event by first-class mail, postage prepaid, to the CVR Holders’ Representative. The CVR
Holders’ Representative shall forward such notice to the Holders.


Section
3.4.Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder
shall execute, acknowledge and deliver to the Parent, the CVR Holders’ Representative and to the retiring Rights Agent an
instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights
Agent; provided, that upon the request of Parent, the CVR Holders’ Representative or the successor Rights Agent, such retiring
Rights Agent shall execute and deliver an instrument transferring to such successor Rights Agent all the rights, powers and trusts
of the retiring Rights Agent.


ARTICLE
IV



COVENANTS


Section
4.1.List of Holders. The CVR Holders’ Representative shall furnish or cause to
be furnished to the Rights Agent the names, addresses and shareholdings of the Holders immediately prior to the Effective Time.
The Parent shall cause the CVR Registrar to promptly provide a copy of the CVR Register to the CVR Holders’ Representative
upon reasonable request.


Section
4.2.Provision of CVR Payment Amounts. The Parent shall promptly provide the Rights Agent
with the applicable cash payable in respect of any CVR Payment Amount, if any, to be distributed to the Holders in accordance
with the terms of this Agreement.


Section
4.3.Assignments. The Parent shall not, in whole or in part, assign any of its obligations
under this Agreement other than in accordance with the terms of Section 6.1 or Section 7.2 hereof. At any time,
the CVR Holders’ Representative may assign any of its rights or obligations under this Agreement (or this Agreement in its
entirety) to any third party (reasonably acceptable to the Parent) to serve as a successor CVR Holders’ Representative,
provided that such assignee executes a written joinder to this Agreement assuming the rights and duties of the CVR Holders’
Representative. The CVR Holders’ Representative will incur no liability of any kind to the Holders with respect to any action
or omission by the CVR Holders’ Representative in connection with the CVR Holders’ Representative’s services
pursuant to this Agreement, except in the event of liability directly resulting from the CVR Holders’ Representative’s
fraud, gross negligence or willful misconduct.


Section
4.4.Records. The Parent shall, and shall cause its Affiliates to, keep true, complete
and accurate records in sufficient detail to enable the Holders and their consultants or professional advisors to confirm (a)
whether any payments related to any Legacy Monetization giving rise to any CVR Payment Amounts have been received by Parent or
its successors or




    	 	11	 



    	 



    

Affiliates
and (b) the applicable CVR Payment Amount payable to each Holder hereunder in accordance with the terms specified in this Agreement.


ARTICLE
V



AMENDMENTS


Section
5.1.Amendments without Consent of Holders. Without the consent of any Holders or of
the CVR Holders’ Representative (except as to items described in (b), (d), (g) and (h) below, which shall require the prior
written consent of the CVR Holders’ Representative), the Parent, at any time and from time to time after the Effective Time,
may unilaterally execute and implement one or more amendments hereto:


(a)       to
evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent
herein, in a transaction contemplated by Section 6.1 hereof;


(b)       to
evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the
covenants and obligations of the Rights Agent herein in accordance with the provisions hereof;


(c)       to
add to the covenants of the Parent such further covenants, restrictions, conditions or provisions as the Parent and the Rights
Agent consider to be for the protection and benefit of the Holders; provided that in each case, such provisions do not
adversely affect the interests of the Holders;


(d)       to
cure any ambiguity, to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other
provision in this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that,
in each case, such provisions do not adversely affect the interests of the Holders;


(e)       as
may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange
Act and the rules and regulations promulgated thereunder, or any applicable foreign or state securities or “blue sky”
laws; provided that, in each case, such amendment does not adversely affect the interests of the Holders;


(f)       as
may be necessary or appropriate to ensure that the Parent is not required to produce a prospectus or an admission document in
order to comply with applicable Law;


(g)       to
cancel the applicable CVRs (i) in the event that any Holder has abandoned its rights in accordance with this Agreement or
(ii) following a transfer of such CVRs to the Parent or its Affiliates in accordance with this Agreement;


(h)       to
effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreement;
provided that, in each case, such amendment does not adversely affect the interests of the Holders; or




    	 	12	 



    	 



    

(i)       as
may be necessary or appropriate to ensure that the Parent complies with applicable Law.


Promptly
after the execution by the Parent of any amendment pursuant to the provisions of this Section 5.1, the Parent shall provide
a copy of such amendment to the CVR Holders’ Representative.


Section
5.2.Amendments with Consent of Holders. Subject to Section 5.1 (which amendments
pursuant to Section 5.1 may be made without the consent of the Holders or of the CVR Holders’ Representative), with
the consent of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders,
the CVR Holders’ Representative, the Parent and the CVR Holders’ Representative may enter into one or more amendments
hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination
or change is in any way adverse to the interests of the Holders. The Parent and the Rights Agent agree to fully cooperate with
the CVR Holders’ Representative in soliciting and obtaining the consent of the Holders as required by this Section. Promptly
after the execution by the Parent, the CVR Representative and the Rights Agent of any amendment pursuant to the provisions of
this Section 5.2, the Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the
Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment.


Section
5.3.Effect of Amendments. Upon the execution of any amendment under this Article
V, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes
and every Holder shall be bound thereby.


ARTICLE
VI



CONSOLIDATION, MERGER, SALE OR CONVEYANCE


Section
6.1.Parent May Consolidate, Etc. The Parent shall not consolidate with or merge into
any other Person (other than a merger or consolidation where the Parent is the surviving corporation), unless:


(a)       the
Person formed by such consolidation or into which the Parent is merged, (the “Surviving Person”) shall expressly
assume payment (if and to the extent required hereunder) of amounts on all the CVRs and the performance of every duty and covenant
of this Agreement on the part of the Parent to be performed or observed; and


(b)       the
Parent has delivered to the CVR Holders’ Representative and the Rights Agent an Officer’s Certificate, stating that
such consolidation or merger complies with this Article VI and that all conditions precedent herein provided for relating
to such transaction have been complied with.


Section
6.2.No Allocation to Parent Legacy Assets. No transaction described in Section 6.1
shall give, and the Merger shall not give, the Holders the right to a CVR Payment Amount.




    	 	13	 



    	 



    

Section
6.3.Successor Substituted. Upon any consolidation of or merger by the Parent with or
into any other Person, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of,
the Parent under this Agreement with the same effect as if the Surviving Person had been named as Parent herein.


ARTICLE
VII



OTHER PROVISIONS OF GENERAL APPLICATION


Section
7.1.Notices. Any notice, report, request, approval or consent required or permitted
to be given under this Agreement shall be in writing and shall be addressed as follows:


(a)       if
to a Holder or any or all Holders or the CVR Holders’ Representative, addressed to the CVR Holders’ Representative
at: [●],


with
a copy (which will not constitute notice) to:


 


Ballard
Spahr LLP


80
S. 8th Street, Suite 2000


Minneapolis,
MN 55402

Attn.:Barbara Rummel


Peter
Jaslow


Telephone:(612)
371-3211

Facsimile:(612) 371-3207


Email:rummelb@ballardspahr.com


jaslowp@ballardspahr.com


 


(b)       if
to the Parent, addressed to it at:


Pineapple
Energy Corp.

315 Lake Street East

Wayzata, Minnesota 55391

Attn.: Chief Executive Officer

Telephone: (952) 456-5300

Email: Kyle@pineappleenergy.com


 


with
a copy (which will not constitute notice) to:


Faegre
Drinker Biddle & Reath LLP


2200
Wells Fargo Center


90
S. 7th Street


Minneapolis,
MN 55402-3901

Attn.:Steven Kennedy


Jonathan
Zimmerman


Jonathan
Nygren


Telephone:(612)
766-7000

Facsimile:(612) 766-1600




    	 	14	 



    	 



    

Email:Steven.Kennedy@FaegreDrinker.commailto:rummelb@ballardspahr.com


Jon.Zimmerman@FaegreDrinker.com


Jon.Nygren@FaegreDrinker.com


(c)       if
to the Rights Agent, addressed to it at: [●], email: [●], with a copy to [●], [●], email: [●];


or,
in each case, to the most recent address, specified by written notice, given to the sender pursuant to this Section.


All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered (i) three (3) Business
Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after
being sent for next Business Day delivery, fees prepaid, via a reputable overnight courier service, (iii) if sent by email transmission
prior to 6:00 p.m. recipient’s local time, upon transmission (provided, no “bounce back” or similar message
of non-delivery is received with respect thereto) or (iv) if sent by email transmission after 6:00 p.m. recipient’s local
time and no “bounce back” or similar message of non-delivery is received with respect thereto, the Business Day following
the date of transmission; provided, that, in each case, the notice or other communication is sent to the physical address or email
address set forth next to the name of such Party above (or to such other physical address or email address as such Party shall
have specified in a written notice given to the other Parties hereto).


Section
7.2.Successors and Assigns. All covenants and agreements in this Agreement by the Parent
shall bind its successors and assigns, whether so expressed or not. The Parent may not assign this Agreement without the prior
written consent of the CVR Holders’ Representative. All covenants and agreements in this Agreement by the CVR Holders’
Representative shall bind his successors, whether so expressed or not. In the event the CVR Holders’ Representative resigns
(without assigning its rights or obligations to a successor CVR Holders’ Representative), dies or is incapacitated, a successor
CVR Holders’ Representative shall be elected by a majority in interest of the Holders.


Section
7.3.Benefits of Agreement. The Parent and the Rights Agent hereby agree that the respective
covenants and agreements set forth herein are intended to be for the benefit of, and shall be enforceable by, the CVR Holders’
Representative (on behalf of itself and the Holders) and the Holders, acting by the written consent of Holders of not less than
a majority of the then-outstanding CVRs, all of whom are intended third-party beneficiaries hereof. Nothing in this Agreement,
express or implied, will give to any Person (other than the Rights Agent, the Parent, the Parent’s successors and permitted
assignees, and the Holders and their respective successors and permitted assignees) any benefit or any legal or equitable right,
remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the Rights Agent, the Parent, the Parent’s successors and permitted assignees, and the Holders and
their respective successors and permitted assignees. The rights of Holders are limited to those expressly provided in this Agreement
and the Merger Agreement.




    	 	15	 



    	 



    

Section
7.4.Governing Law. This Agreement and the CVRs shall be governed by and construed in
accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or
rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of laws of any jurisdictions
other than those of the State of Minnesota. Each of the parties to this Agreement (i) consents to submit itself to the exclusive
personal jurisdiction of the state and federal courts located in Minneapolis, Minnesota (the “Chosen Court”)
in any action or proceeding arising out of or relating to this Agreement or the CVRs, (ii) agrees that all claims in respect of
such action or proceeding shall be heard and determined in any such Chosen Court, (iii) agrees that it shall not attempt to deny
or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, and (iv) agrees not to bring
any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement
in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding
so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party
may make service on another party by sending or delivering a copy of the process to the party to be served at the address and
in the manner provided for the giving of notices in Section 7.1. Nothing in this Section 7.4, however,
shall affect the right of any party to serve legal process in any other manner permitted by law.


Section
7.5.Legal Holidays. In the event that a CVR Payment Date shall not be a Business Day,
then, notwithstanding any provision of this Agreement to the contrary, any payment required to be made in respect of the CVRs
on such date need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect
as if made on the CVR Payment Date.


Section
7.6.Severability Clause. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision
is invalid, illegal or unenforceable, the arbitration forum or other tribunal making such determination is authorized and instructed
to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and
agreements contemplated herein are consummated as originally contemplated to the fullest extent possible.


Section
7.7.Entire Agreement. This Agreement represents the entire understanding of the parties
hereto with reference to the CVRs and the subject matter of this Agreement and supersedes any and all other prior or contemporaneous
oral or written agreements made with respect to the CVRs or this Agreement, except for the Merger Agreement. If and to the extent
that any provision of this Agreement is inconsistent with or conflicts with the Merger Agreement, this Agreement shall govern
and be controlling.


Section
7.8.Interpretation. The language used in this Agreement is the language chosen by the
parties to express their mutual intent, and no provision of this Agreement shall be interpreted for or against a party because
that party or its attorney drafted the provision.




    	 	16	 



    	 



    

Section
7.9.Force Majeure. Notwithstanding anything to the contrary contained herein, none of
the Rights Agent, the Parent or any of its Subsidiaries will be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including acts of God, pandemics (including COVID-19), terrorist acts, shortage of
supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power failures
or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest.


Section
7.10.WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, 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) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
(IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 7.10.


[Signature
Page Follows]




    	 	17	 



    	 



    

IN
WITNESS WHEREOF, the parties have executed and delivered this Contingent Value Rights Agreement as of the day and year first above
written.


	Communications
    Systems, Inc.
	 	 
	By:	 
	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	 	 
	[●]	 
	 	 
	By:	 
	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	 	 
	[●]	 
	 	 
	By:	 
	 	 
	Name:	 
	 	 
	Title:	 


 




     

    	 



    

Schedule
1

[●]


 


 


Schedule
2





Mark
D. Fandrich


Scott
Fluegge


Kristin
A. Hlavka