Exhibit 10.2


 


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into as of December 7, 2022 and will be effective as of March 20, 2023 (the “Effective
Date”), by and between Custom Truck One Source, Inc. (the “Company”), and Fred M. Ross, Jr. (“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, Executive and the Company are party to that
certain Employment Agreement, dated as of November 2, 2021 (the “Prior Agreement”);


 


WHEREAS, Executive and the Company desire to amend
and restate the Prior Agreement to revise the terms of Executive’s employment as set forth herein;


 


NOW, THEREFORE, in consideration of the promises
and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Company and Executive hereby agree as follows:


 


Section 1.
Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix 1,
attached hereto.


 


Section 2.
Acceptance and Term of Employment.


 


The Company agrees to continue to employ Executive,
and Executive agrees to continue to serve the Company, on the terms and conditions set forth herein. The Initial Term of Employment shall
commence effective as of the Effective Date and continue until the first (1st) anniversary of the Effective Date, unless earlier terminated
as provided in Section 8 hereof; provided that after the Initial Term of Employment and any subsequent extension thereof, the Term
of Employment shall automatically be extended for successive one-year periods, provided, however, that either party hereto
may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary
date.


 


Section 3.
Position, Duties, and Responsibilities; Place of Performance.


 


(a) Position, Duties, and
Responsibilities. During the Term of Employment, Executive shall be employed and serve as Founder of the Company and shall have such
duties and responsibilities as are commensurate with such title or as may be reasonably requested from time to time by the Board or Chief
Executive Officer. Executive shall continue to serve on the Board as a Class B director until such time as Executive voluntarily resigns,
the Board requests that he resign or he is not renominated to the Board or approved by the shareholders of the Company. Executive also
agrees to serve as an officer and/or director of any other member of the Company Group, in each case without additional compensation.


 






     


     


    

 


(b) Performance. Executive shall devote
Executive’s full business time, attention, skill, and reasonable best efforts to the performance of Executive’s duties
under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without
limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y)
interferes with the proper and efficient performance of Executive’s duties for the Company or any member of the Company Group,
or (z) interferes with Executive’s exercise of judgment in the Company’s best interests; provided that the Board
may, in its sole discretion, provide written consent to Executive so that Executive may devote a portion of Executive’s
business time, attention and skill to other activities that may be restricted by the terms of clauses (x) - (z) after discussion
between Executive and the Board. Without limiting the foregoing except as permitted on Annex A, Executive shall not, without
the prior written consent of the Board, (i) serve as a member of the board of directors or advisory board (or their equivalents in
the case of a non-corporate entity) of any business or charitable organization, or (ii) engage in charitable activities, community
affairs or management of personal investments/affairs, to the extent that such activities may require significant time commitments
that could interfere with the performance of Executive’s duties for the Company or any member of the Company Group.


 


(c) Principal Place of Employment.
Executive’s principal place of employment shall be in Kansas City, Missouri, although Executive understands and agrees that Executive
may be required to travel from time to time for business reasons.


 


Section 4.
Compensation.


 


During the Term of Employment, Executive shall be
entitled to the following compensation:


 


(a) Base Salary. Executive
shall be provided annualized base salary, payable in accordance with the regular payroll practices of the Company, of $800,000.00, with
upward adjustments, if any, as may be approved in writing by the Board or Compensation Committee (the “Base Salary”).
The Base Salary shall be reviewed annually by the Board or Compensation Committee and may be increased from time to time by the Board
or Compensation Committee in its sole discretion.


 


(b) Annual Cash Bonus.
In addition to Base Salary, Executive shall be eligible to earn, for each fiscal year of the Company ending during the Term of Employment,
a discretionary cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or program applicable
to senior executives. Executive’s target Annual Bonus shall be set at 50% of the Base Salary actually paid for such year (the “Target
Bonus”). The actual amount of any Annual Bonus shall be determined by reference to the attainment of Company performance metrics
and/or individual performance objectives, in each case, as determined by the Board or Compensation Committee, may be greater or less
than the Target Bonus (or zero) and may be prorated to reflect any partial bonus year ending during the Term of Employment. Except as
otherwise set forth herein in the event of termination by the Company without Cause, termination by Executive with Good Reason or termination
due to notice of non-renewal by the Company, payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be contingent
upon Executive’s continued employment through the applicable payment date, which shall occur on the date on which annual bonuses
are paid generally to the Company’s other senior executives.


 






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(c) Equity Grants. Executive
may be eligible to receive awards under the Company’s Amended and Restated 2019 Omnibus Incentive Plan (as amended and including
any successor plan, the “Plan”) as determined by the Board or Compensation Committee.


 


Section 5.
Employee Benefits.


 


During the Term of Employment, Executive shall be
entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the
Company and the Company Group, subject to the terms of the applicable plans and programs. Executive shall also be entitled to the same
number of holidays, vacation days, and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated
employees of the Company and the Company Group in accordance with the Company policy as in effect from time to time. Nothing contained
herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at
any time without providing Executive notice, and the right to do so is expressly reserved.


 


Section 6.
Key-Man Insurance.


 


At any time during the Term of Employment, the Company
shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it
may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy,
but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information
required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive
by any such documents.


 


Section 7.
Reimbursement of Business Expenses.


 


Executive is authorized to incur reasonable business
expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse
Executive for all such reasonable business expenses, subject to documentation in accordance with the Company’s policy, as in effect
from time to time.


 


Section 8.
Termination of Employment.


 


(a) General. The Term of Employment
shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a
termination by the Company with or without Cause, (iv) a termination by Executive with or without Good Reason, and (v) non-renewal
of the Term of Employment. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested
by the Company in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee
memberships, offices and any other positions Executive holds with the Company or any other member of the Company Group.
Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified
deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until
such time as Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which
time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder)
shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 8 as if Executive had undergone such
termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from
service.”


 






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(b) Termination Due to Death
or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate
Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s
receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated
due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall
be entitled to:


 


(i)
The Accrued Obligations; and


 


(ii)
To the extent permissible under the Company’s group health plan, continuation, during the twelve (12) month period following
Executive’s termination of employment pursuant to this Section 8(b) (or if earlier, until the date that Executive becomes eligible
to receive any health benefits as a result of subsequent employment or service during such twelve (12) month period), of health benefits
provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees
of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(b)(ii) would result
in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection
and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable)
or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health
benefits provided for in this Section 8(b) and shall instead pay to Executive a lump-sum payment equal to the employer portion of
premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s
termination) provided to Executive and Executive’s dependents for the remainder of such twelve (12) month period no later than thirty
(30) days after such determination by the Company.


 


Following Executive’s death or a termination of Executive’s
employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation
or any other benefits under this Agreement, including any Compensation for any time that, but for Executive’s death or Disability,
would otherwise remain in the Term of Employment.


 


(c) Termination by the Company for Cause.


 


(i) The Company
may terminate Executive’s employment at any time for Cause, effective upon Executive’s receipt of written notice of such
termination; provided, however, that with respect to any Cause termination relying on clause (ii) or (vi) of the
definition of Cause, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not
less than ten (10) days’ written notice by the Board of the Company’s intention to terminate him for Cause, such notice
to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed
termination for Cause is based, and such termination shall be effective at the expiration of such ten (10) day notice period unless
Executive has fully cured such act or acts or failure or failures to act that give rise to Cause during such period.


 






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(ii)
In the event that the Company terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued
Obligations. Following such termination of Executive’s employment for Cause, except as set forth in this Section 8(c), Executive
shall have no further rights to any compensation or any other benefits under this Agreement.


 


(d) Termination by the Company
without Cause. The Company may terminate Executive’s employment at any time during the Term of Employment without Cause, effective
upon Executive’s receipt of written notice of such termination or such other date as is specified in such notice. In the event
that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) during the Term
of Employment, Executive shall be entitled to:


 


(i)
The Accrued Obligations;


 


(ii)
Two (2) times Executive’s Base Salary, payable in substantially equal installments in accordance with the Company’s
regular payroll practices during the Severance Term;


 


(iii)     Any prior year’s earned but unpaid Annual Bonus (with any requirement for employment on the date of payment waived) (a “Prior
Year Bonus”);


 


(iv)
An amount equal to the product of (x) the Annual Bonus Executive would have earned for the year of termination if Executive had
remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the
requirement of continued employment) as is used generally to determine the annual bonuses of actively employed senior executive employees
of the Company for such year, multiplied by (y) a fraction, the numerator of which is the number of days during such fiscal year to which
such Annual Bonus relates and that Executive was employed by the Company and the denominator of which is 365, which amount will be paid
at the same time as annual bonuses for such year are paid to actively employed senior executives of the Company generally, but in no event
later than December 31 of the year following the year of termination (the “Prorated Bonus”); and


 


(v) To the
extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the
date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the
Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at
the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations
contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with
the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and
Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible
under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this
Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health
benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination)
provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after
such determination by the Company.


 






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Notwithstanding the foregoing, the payments and benefits described
in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect
thereto, in the event that Executive breaches any provision of the Non-Interference Agreement and does not cure such breach within thirty
(30) days after receipt of written notice thereof from the Company. Following such termination of Executive’s employment by the
Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other
benefits under this Agreement, including any Compensation for any time that, but for Executive’s termination by the Company without
Cause, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon
a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.


 


(e) Termination by Executive
with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing
the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which
written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company
shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s
termination will be effective upon the expiration of such cure period, and Executive shall be entitled to:


 


(i)
The Accrued Obligations;


 


(ii)
Two (2) times Executive’s Base Salary, payable in substantially equal installments in accordance with the Company’s
regular payroll practices during the Severance Term;


 


(iii)      
Any Prior Year Bonus;


 


(iv)
The Prorated Bonus; and


 


(v) To the
extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the
date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the
Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at
the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations
contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with
the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and
Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible
under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this
Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health
benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination)
provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after
such determination by the Company.


 






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Notwithstanding the foregoing, the payments and benefits described
in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect
thereto, in the event that Executive breaches any provision of the Non-Interference Agreement and does not cure such breach within thirty
(30) days after receipt of written notice thereof from the Company. Following such termination of Executive’s employment by Executive
with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits
under this Agreement, including any Compensation for any time that, but for Executive’s termination of employment with Good Reason,
would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination
of employment with Good Reason shall be receipt of the Severance Benefits.


 


(f) Termination
by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company
thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive under this Section
8(f), Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under
this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without
changing the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s
employment by Executive without Good Reason, except as set forth in this Section 8(f), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.


 


(g) Termination due to Non-Renewal of the
Term of Employment. In the event that Executive terminates this Agreement by a notice of non-renewal of the Term of Employment
as set forth in Section 2 hereof, Executive shall be entitled only to the Accrued Obligations. In the event that the Company
terminates this Agreement by a notice of non-renewal of the Term of Employment as set forth in Section 2 hereof, Executive shall be
entitled to the same payments and benefits Executive is entitled to under this Agreement in the event of a termination of Employment
by the Company without Cause as specified above in Section 8(d). Following such termination of Executive’s employment due to
non-renewal of the Term of Employment, except as set forth in this Section 8(g), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.


 


(h) Release. Notwithstanding
any provision herein to the contrary, the provision of any payment or benefit pursuant to subsection (b), (d), (e) or (g) of this
Section 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned
upon Executive’s execution (or execution by Executive’s estate), delivery to the Company, and non-revocation of the Release
of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date
of Executive’s termination of employment hereunder. If Executive (or Executive’s estate) fails to execute the Release of
Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely
revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance
Benefits. Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for
purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to
the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition
on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following
such sixtieth (60th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according
to the applicable schedule set forth herein.


 






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Section 9.
Non-Interference Agreement.


 


Executive acknowledges that the Non-Interference
Agreement remains in full force and effect as a condition of Executive’s continued employment under this Agreement.


 


Section 10.
Representations and Warranties of Executive.


 


Executive represents and warrants to the Company that—


 


(a)
Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms
and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by
which Executive may be bound;


 


(b)
Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation,
non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and


 


(c)
in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information
Executive may have obtained in connection with employment with any prior employer.


 


Section 11.
Compliance with Anti-Corruption, Anti-Money Laundering and Economic Sanctions Laws and Regulations.


 


(a)
In performing services under the Agreement, Executive will comply with all Company policies, and all applicable laws and regulations.


 


(b)
 At all times: (i) Executive will perform the services under this Agreement in strict and absolute compliance with applicable securities
laws and other applicable legal and regulatory requirements, in each case in any jurisdiction in which Executive engages in any activity
contemplated by this Agreement, and (ii) without limiting the generality of the foregoing, in connection with the performance of the services
under this Agreement, Executive will engage in no act or practice that would, directly or indirectly, contravene the United States Foreign
Corrupt Practices Act or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, the UK Bribery Act 2010, any sanctions administered by the Office of Foreign Assets Control of the United States Treasury
Department, or any similar statute applicable in any jurisdiction in which Executive engages in any activity, that prohibits bribery,
money laundering or payments to public officials, including, without limitation, any policies of any governmental or quasi-governmental
agency implementing or enforcing the foregoing.


 


(c)
Executive represents, warrants and agrees that Executive has not paid, promised to pay, or authorized the payment of any money,
or offered, given, promised to give, or authorized the giving of anything of value and Executive will not pay, promise to pay, or authorize
the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to (i) any government official
(including, without limitation, all officers or employees of a government department, agency, or instrumentality, candidates for political
office, officials of public international organizations, and employees or affiliates of state-owned or controlled enterprises), (ii) any
other person either for an advance or reimbursement if you know or have reason to know that any part of the payment or item of value has
been or will be given to any government official, or (iii) any other person or entity, in order to assist Executive or Company in obtaining
or retaining business.


 






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Section 12.
Taxes.


 


The Company may withhold from any payments made under
this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required
by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement
and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement
and payments that may be made to Executive pursuant to this Agreement.


 


Section 13.
Set Off; Mitigation.


 


The Company’s
obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off,
counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to
the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off,
counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot
be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of
Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the
specified payment schedule. Executive shall not be required to mitigate the amount of any payment provided pursuant to this
Agreement by seeking other employment or otherwise, and except as provided in Section 8(d)(v) or Section 8(e)(v) hereof,
the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation or benefit earned as a
result of Executive’s other employment or otherwise.


 


Section 14.
Additional Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary—


 


(a)
Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s
employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the
Code (the “Delay Period”). On the first (1st) business day following the expiration of the Delay Period, Executive
shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence,
and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.


 


(b)
Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the
Code.


 


(c)
To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company
no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses
eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard
to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a
limit related to the period the arrangement is in effect.


 






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(d)
While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty
taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional
tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to
comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any,
under Section 409A of the Code).


 


Section 15.
Successors and Assigns; No Third-Party Beneficiaries.


 


(a) The Company. This Agreement shall
inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights,
obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company
Group, or its or their respective successors) without Executive’s prior written consent (which shall not be unreasonably
withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the
assets of the Company, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets
without Executive’s consent.


 


(b) Executive. Executive’s
rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written
consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder
shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be
no such designee, to Executive’s estate.


 


(c) No Third-Party Beneficiaries.
Except as otherwise set forth in Section 8(b) or Section 15(b) hereof, nothing expressed or referred to in this Agreement will be
construed to give any Person other than the Company, the other members of the Company Group, and Executive any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


Section 16.
Waiver and Amendments.


 


Any waiver, alteration, amendment, or modification
of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto. No waiver by either
of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions
hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 


Section 17.
Severability.


 


If any covenants or such other provisions of this
Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms
and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a
term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term
or provision hereof.


 


Section 18.
Governing Law; Waiver of Jury Trial.


 


THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED
UNDER THE LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH
ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 






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Section 19.
Arbitration.


 


Unless otherwise prohibited by law or specified
below, all disputes, claims and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement,
performance, breach, or interpretation shall be resolved solely and exclusively by final and binding arbitration held in Kansas
City, Missouri, before a single, mutually-agreed neutral arbitrator, through JAMS under the then existing JAMS arbitration rules.
The rules may be found online at www.jamsadr.com or upon written request to the Company. This paragraph is intended to be the
exclusive method for resolving any and all claims by the parties against each other relating to Executive’s employment; provided
that Executive will retain the right to file administrative charges with or seek relief through any government agency of competent
jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’
compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal
governmental authority (provided that any appeal from an award or from denial of an award of wages and/or waiting time
penalties shall be arbitrated pursuant to the terms of this Section 19); and (c) claims for administrative relief from the United
States Equal Employment Opportunity Commission (or any similar agency in any applicable jurisdiction) (provided, that, except
as otherwise provided by law, Executive will not be entitled to obtain any monetary relief through such agencies other than
workers’ compensation benefits or unemployment insurance benefits). Further, nothing in this Section 19 is intended to prevent
either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration,
including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed
to be a waiver of such party’s right to compel arbitration. In resolving any matter submitted to arbitration, the arbitrator
will strictly follow the substantive law applicable to the dispute, claim or controversy and the arbitrator’s authority and
jurisdiction will be limited to determining the dispute in conformity with applicable law as to liability, damages and remedies, to
the same extent as if the dispute was determined by a court without a jury. The arbitrator will issue a written decision that
contains the essential findings of fact and conclusions of law on which the decision is based, which may be entered as a judgment in
any court of competent jurisdiction. The Company shall pay all costs of arbitration, including without limitation, arbitration
administrative fees, arbitrator compensation and expenses, and costs of any witnesses called by the arbitrator. Unless otherwise
ordered by the arbitrator under applicable law, each party shall each bear its or his or her own expenses, such as attorneys’
fees, costs and disbursements; provided, however, the Company and Executive agree that, to the extent permitted by law, the
arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party. Each party warrants that
it has had the opportunity to be represented by counsel in the negotiation and execution of this Agreement, including the
attorneys’ fees provision herein.


 


Section 20.
Notices.


 


(a) Place of Delivery.
Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered or sent by facsimile
or email transmission to the party for whom or which it is intended at such address as may from time to time be designated by it in a
notice mailed or delivered or sent by facsimile or email transmission to the other party as herein provided; provided, that unless
and until some other address is so designated, all notices and communications by Executive to the Company shall be mailed or delivered
to the Company at its principal executive office, and all notices and communications by the Company to Executive may be given to Executive
personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.


 


(b) Date of Delivery. Any notice so
addressed shall be deemed to be given (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by
overnight mail, on the first (1st) business day following the date of such mailing, and (iii) if mailed by registered or certified
mail, on the third (3rd) business day after the date of such mailing, and (iv) if sent by facsimile or email transmission upon
acknowledgment of receipt of electronic transmission.


 






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Section 21.
Potential Reductions.


 


(a) Best Net 280G. Notwithstanding
any other provisions in this Agreement or any other agreement, in the event that any payment or benefit received or to be received by
Executive (including, without limitation, any payment or benefit received in connection with a Change in Control or the termination of
Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all
such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax
imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking
into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement
or agreement, the Company will reduce Executive’s payments and/or benefits under this Agreement, to the extent necessary so that
no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero), in the following order: (i) any cash
severance amount, as described in Sections 8(d)(ii) and (iii) and 8(e)(ii) and (iii); (ii) any acceleration of outstanding equity compensation,
as described in the applicable equity grant award agreement; (iii) any benefits described in Sections 8(d)(v) and 8(e)(v), and (iv) any
other payment or benefits (the payments and benefits set forth in clauses (i) through (iv) of this Section 21(a), together, the “Potential
Payments”); provided, however, that the Potential Payments shall only be reduced if (A) the net amount of such Total Payments,
as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after
taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater
than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state
and local income taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced
Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced
Total Payments). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i)
no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not
to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion
of the Total Payments shall be taken into account which does not constitute a “parachute payment” within the meaning of Section
280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise
Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered,
within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3)
of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments shall be determined by in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.


 


(b) Calculations. All determinations
required to be made under this Section 21, including whether an Excise Tax would otherwise be imposed, whether the Total Payments
shall be reduced, the amount of any such reduction and the assumptions to be utilized in arriving at such determinations not
expressly provided for herein, shall be made by an independent, nationally recognized accounting firm or compensation consulting
firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed
supporting calculations both to the Company and Executive as promptly as reasonably practicable following the receipt of notice from
the Company that a payment is due to be made hereunder, or such earlier time as is reasonably requested by Executive. All reasonable
fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall
be binding upon the Company and Executive, absent manifest error. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that payments which
Executive was entitled to, but did not receive as a result of application of Section 21, could have been made without the imposition
of the Excise Tax (“Underpayment”) or that Executive may have received payments Executive was not entitled to as
a result of application of Section 21 (“Overpayment”), consistent with the calculations required to be made
hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment or Overpayment that has occurred and
any such Overpayment shall be promptly paid by Executive to the Company and any such Underpayment shall be promptly paid by the
Company to or for the benefit of Executive but no later than March 15 of the year after the year in which the Underpayment is
determined to exist.


 






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(c) Limited Application. The fact that Executive’s
right to payments or benefits may be reduced by reason of the limitations contained in this Section 21 shall not of itself limit or otherwise
affect any other rights of Executive under this Agreement.


 


Section 22.
Section Headings.


 


The headings of the sections and subsections of
this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation
of this Agreement or of any term or provision hereof.


 


Section 23. Entire Agreement.


 


This Agreement, together with any exhibits attached
hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive. This Agreement
supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating
to the subject matter of this Agreement, including, without limitation, the Prior Agreement.


 


Section 24.
Survival of Operative Sections.


 


Upon any termination of Executive’s employment,
the provisions of Section 8 through Section 24 of this Agreement (together with any related definitions set forth in Section 1 hereof)
shall survive to the extent necessary to give effect to the provisions thereof.


 


Section 25.
Counterparts.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution
of this Agreement may be by actual or facsimile signature.


 


*    *    *


 


[Signatures to appear on the following page.]


 






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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	 	Custom Truck One Source, Inc.
	 	 	 	 
	 	By:	/s/ Adam Haubenreich
	 	 	Name:  	Adam Haubenreich
	 	 	Title: 	Executive Vice President – General Counsel, Secretary



 


[Signature Page to Fred M. Ross, Jr. Employment
Agreement]


 




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	 	FRED M. ROSS, JR.
	 	 
	 	/s/ Fred M. Ross, Jr. 
	 	Fred M. Ross, Jr.



 


[Signature Page to Fred M. Ross, Jr. Employment
Agreement]


 




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APPENDIX 1

Definitions


 


(a)
“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary and vacation pay through the date of
termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, (iii)
any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms
contained therein, and (iv) rights with respect to equity of the Company, including any equity awards to be granted in accordance Section
4(c) hereof, subject to, and in accordance with, the terms and conditions of the Plan and any related award agreement.


 


(b)
“Agreement” shall have the meaning set forth in the preamble hereto.


 


(c)
“Annual Bonus” shall have the meaning set forth in Section 4(b) hereof.


 


(d)
“Base Salary” shall have the meaning set forth in Section 4(a) hereof.


 


(e)
“Board” shall mean the Board of Directors of the Company.


 


(f)  
“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s
employment hereunder, (ii) willful failure or refusal by Executive to perform in any material respect his duties or responsibilities,
(iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other
member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Executive, or at his direction, (v) Executive’s
conviction of, or the plea of guilty or nolo contendere or the equivalent in respect to, any felony or a misdemeanor involving an act
of dishonesty, moral turpitude, deceit, or fraud, (vi) Executive’s material breach of a material provision of this Agreement, (vii)
Executive’s breach of the Non-Interference Agreement or (viii) Executive’s breach of any representation, warranty, covenant
or other provision of Section 11(b) and (c) hereof.


 


(g)
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


(h)
“Company” shall have the meaning set forth in the preamble hereto.


 


(i)
“Company Group” shall mean, collectively, the Company and its subsidiaries and affiliates.


 






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(j)
“Compensation” shall mean the Base Salary and bonus opportunity provided for in Section 4(a) and 4(b).


 


(k)
“Compensation Committee” shall mean the Compensation Committee of the Board.


 


(l)
 “Delay Period” shall have the meaning set forth in Section 14 hereof.


 


(m)
“Determination Firm” shall have the meaning set forth in Section 21(b) hereof.


 


(n)
“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents, or, in the
good faith determination of the Company, would be reasonably likely to prevent, the performance of Executive’s duties for a period
of (i) one hundred eighty (180) consecutive days or (ii) two hundred seventy (270) non-consecutive days during any twelve (12) month period.
Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot
agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive (which approval shall
not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.


 


(o)
“Effective Date” shall have the meaning set forth in the preamble hereto.


 


(p)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(q)
“Excise Tax” shall have the meaning set forth in Section 21(a) hereof.


 


(r)
“Executive” shall have the meaning set forth in the preamble hereto.


 


(s)
“Good Reason” shall mean, without Executive’s consent, (i) the relocation of Executive’s principal
place of employment (as provided in Section 3(c) hereof) more than thirty-five (35) miles from its current location, (ii) a material reduction
in Base Salary or Target Bonus set forth in Section 4(a) or (b) hereof (other than with respect to a material reduction in base salaries
or annual cash incentive opportunity which occurs in connection with an across-the-board reduction for all senior executives of the Company),
or (iii) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i)
or (ii) above). Executive acknowledges and agrees that Executive’s exclusive remedy in the event of any breach of this Agreement
shall be to assert Good Reason pursuant to the terms and conditions of Section 8(e) hereof. Notwithstanding the foregoing, during the
Term of Employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute
Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder,
and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or
otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this
Agreement during such period of suspension. In addition, for the avoidance of doubt, none of the following actions (or inactions) shall
trigger Good Reason: if Executive is not renominated to the Board; or if the Board asks Executive to resign from the Board.


 


(t)
“JAMS” shall mean Judicial Arbitration & Mediation Services/Endispute.


 


(u)
 “Initial Term of Employment” shall mean the period specified in Section 2 hereof.


 






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(v)
“Non-Interference Agreement” shall mean the Confidentiality, Non-Interference, and Invention Assignment Agreement
between the Company and Executive, dated as of November 2, 2021 and attached hereto as Exhibit A.


 


(w)
“Overpayment” shall have the meaning set forth in Section 21(b) hereof.


 


(x)
“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(y)
“Plan” shall have the meaning set forth in Section 4(c) hereof.


 


(z)
“Potential Payments” shall have the meaning set forth in Section 21(a) hereof.


 


(aa)
“Prior Agreement” shall have the meaning set forth in the recitals hereto.


 


(bb)
“Prior Year Bonus” shall have the meaning set forth in Section 8(d)(ii) hereof.


 


(cc)
“Prorated Bonus” shall have the meaning set forth in Section 8(d)(iii) hereof.


 


(dd)
“Release of Claims” shall mean a general release of claims in favor of the Company Group delivered to Executive
in connection with Executive’s termination of employment substantially in the form attached as Exhibit B hereto.


 


(ee)
“Severance Benefits” shall have the meaning set forth in Section 8(h) hereof.


 


(ff)
“Severance Term” shall mean the twenty-four (24) month period following Executive’s termination of employment.


 


(gg)
“Target Bonus” shall have the meaning set forth in Section 4(b) hereof.


 


(hh)
“Term of Employment” shall mean the Initial Term of Employment and any extensions thereof in accordance with
Section 2 hereof.


 


(ii)
“Total Payments” shall have the meaning set forth in Section 21(a) hereof.


 


(jj)
“Transaction Bonus” shall have the meaning set forth in Section 4(d) hereof.


 


(kk)
“Underpayment” shall have the meaning set forth in Section 21(b) hereof.


 






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EXHIBIT
A


 


CONFIDENTIALITY, NON-INTERFERENCE,
AND INVENTION ASSIGNMENT AGREEMENT


 


This Confidentiality, Non-Interference, and Invention
Assignment Agreement (the “Non-Interference Agreement”) is made and entered into as of November 2, 2021 (the “Effective
Date”), by and among Custom Truck One Source, Inc. (the “Company”), and me, as a condition of my Employment
Agreement (the “Employment Agreement”), dated even herewith, with the Company. In consideration of my employment with
the Company and my receipt of the compensation now and hereafter paid to me by the Company, and the provision of services to the Company
and its direct and indirect subsidiaries and affiliates (collectively, the “Company Group”), I agree to the terms and
conditions of this Non-Interference Agreement, which shall be effective as of the Effective Date.


 


Section 1. Non-Disclosure of Confidential Information.


 


(a) Company Group
Information. I acknowledge that, during the course of my employment with the Company, I will have access to information about
the Company Group and that my employment with the Company shall bring me into close contact with confidential and proprietary
information of the Company Group. In recognition of the foregoing, I agree, at all times during the term of my employment with the
Company and at all times thereafter, to hold in confidence, and not to use, except for the benefit of the Company and the Company
Group, or to disclose to any person, firm, corporation, or other entity without written authorization of the Company, any
Confidential Information that I obtain or create. I further agree not to make copies of such Confidential Information except as
authorized by the Company. I understand that “Confidential Information” means information that the Company Group
has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is
not generally known and that the Company Group wishes to maintain as confidential. I understand that Confidential Information
includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or
products, research, or development of the Company Group, or to the technical data, trade secrets, or know-how of the Company Group,
including, but not limited to, research, product plans, or other information regarding the products or services and markets of the
Company Group, customer lists, and customers (including, but not limited to, customers of the Company Group on whom I called or with
whom I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, marketing, finances, and other business information disclosed by the Company Group either directly
or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other property of the Company
Group. Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become
publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the
item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or judicial authority; provided, however,
that in such event I will give the Company prompt written notice thereof so that the Company may seek an appropriate protective
order and/or waive in writing compliance with the confidentiality provisions of this Non-Interference Agreement.


 






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(b) Former Employer Information.
I represent that my performance of all of any duties, responsibilities, and activities of employment, and my service as an employee of
the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired
by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to the
Company, or induce the Company to use, any developments, or confidential or proprietary information or material I may have obtained in
connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement
with such prior employer.


 


Section 2. Developments.


 


(a) Developments Retained
and Licensed. I have attached hereto, as Schedule A, a list describing with particularity all developments, original
works of authorship, developments, improvements, and trade secrets that were created or owned by me prior to the commencement of my employment
(collectively referred to as “Prior Developments”), that belong solely to me or belong to me jointly with another,
that relate in any way to any of the proposed businesses, products, or research and development of the Company Group, and that are not
assigned to the Company hereunder, or if no such list is attached, I represent that there are no such Prior Developments. If, during
any period during which I perform or performed services for the Company or the Company Group both before or after the date hereof (the
“Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or
in any other capacity, I incorporate (or have incorporated) into a Company Group product or process a Prior Development owned by me or
in which I have an interest, I hereby grant the Company Group, and the Company Group shall have, a non-exclusive, royalty-free, irrevocable,
perpetual, transferable worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of,
use, sell, and otherwise distribute such Prior Development as part of or in connection with such product or process.


 


(b) Assignment of Developments. I agree
that I will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the
sole right and benefit of the Company Group, all developments, original works of authorship, inventions, concepts, know-how,
improvements, trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar
laws, which I may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, during the Assignment Period, whether or not during regular working hours, provided they either
(i) relate at the time of conception or reduction to practice of the invention to the business of the Company Group, or actual or
demonstrably anticipated research or development of the Company Group; (ii) result from or relate to any work performed for the
Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of the Company Group, or any
Confidential Information, or in consultation with personnel of the Company Group (collectively referred to as
“Developments”). I further acknowledge that all Developments made by me (solely or jointly with others) within
the scope of and during the Assignment Period are “works made for hire” (to the greatest extent permitted by applicable
law) for which I am, in part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such
Development is deemed not to be a work made for hire, I hereby assign to the Company Group, or its designee, all my right, title,
and interest throughout the world in and to any such Development.


 






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(c) Maintenance of Records.
I agree to keep and maintain adequate and current written records of all Developments made by me (solely or jointly with others) during
the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, or any
other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records
from the Company’s place of business except as expressly permitted by Company policy, which may, from time to time, be revised
at the sole election of the Company for the purpose of furthering the business of the Company Group.


 


(d) Intellectual Property
Rights. I agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the
Company Group in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights,
moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company
of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations,
and all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and
in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and
any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period
until the expiration of the last such intellectual property right to expire in any country of the world; provided, however,
the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company
is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to
pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of
authorship assigned to the Company Group as provided above, then I hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications
or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer
of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably
quitclaim to the Company Group any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future
infringement of any and all proprietary rights assigned to the Company Group.


 


Section 3. Returning Company Group Documents.


 


I agree that, at the
time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my
possession, recreate, or deliver to anyone else) any and all Confidential Information and all other documents, materials,
information, and property developed by me pursuant to my employment or otherwise belonging to the Company Group. I agree further
that any property situated on the Company’s premises and owned by the Company, including storage media, filing cabinets, and
other work areas, is subject to inspection by personnel of the Company at any time with or without notice.


 






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Section 4. Disclosure of Agreement.


 


As long as it remains in effect, I will disclose
the existence of this Non-Interference Agreement to any prospective employer, partner, co-venturer, investor, or lender prior to entering
into an employment, partnership, or other business relationship with such person or entity.


 


Section 5. Restrictions on Interfering.


 


(a) Non-Competition.
During the period of my employment with the Company (the “Employment Period”) and the Post-Termination Restricted
Period, I shall not, directly or indirectly, individually or on behalf of any person, company, enterprise, or entity, or as a sole proprietor,
partner, stockholder, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive
Activities within any jurisdiction, including the United States, Canada and Mexico, in which the Company Group engages in business, derives
a material portion of its revenues or has demonstrable plans to commence business activities, or participate in or make any investment
in any investment which has been consummated or is being pursued or contemplated by the Company Group.


 


(b) Non-Interference.
During the Employment Period and the Post-Termination Restricted Period, I shall not, directly or indirectly for my own account or for
the account of any other individual or entity, engage in Interfering Activities.


 


(c) Definitions. For purposes of this agreement:


 


(i)
“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business
relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior
twelve (12) month period, in each case, with whom I transacted business or whose identity became known to me in connection with my relationship
with the Company Group, or employment by the Company.


 


(ii) “Competitive
Activities” shall mean (A) engaging in, controlling, advising, managing, serving as a director, officer or employee of,
acting as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any
business that conducts activities competitive with, or similar to, the business of the Company or the Company Group or (B) investing
in or owning any interest publicly or privately in any Person engaged in the same or similar activities or lines of business as, or
otherwise in competition with, the business of the Company and the Company Group. Competitive Activities shall not include (A) any
activities taken by me at the direction of, or otherwise on behalf of, the Company or any of its subsidiaries or affiliates as an
employee, consultant or other Person performing similar responsibilities, or (B) the ownership by me or my affiliates or immediate
family of capital stock or other equity interests of any Person whose securities are listed on a national securities exchange so
long as (1) such Person, together with its affiliates, and any member of a group in which such Person or any of its affiliates is a
party, do not own more than 1% of the outstanding voting power of such Person and (2) such capital stock or other equity interests
of such Person are held solely as a passive investment.


 






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(iii)
“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to
encourage, solicit, or induce, any Person employed by, or providing consulting services to, the Company Group to terminate such Person’s
employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any
individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging,
soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with
or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business
Relation and the Company Group.


 


(iv)
“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(v)
“Post-Termination Restricted Period” shall mean the period commencing on the date of the termination of the
Employment Period for any reason and ending on the twenty-four (24) month anniversary of such date of termination.


 


(d) Mutual Non-Disparagement.
Each of myself and the Company (regarding official statements of its directors and officers) agrees and covenants that during the Employment
Period, and at all times thereafter, it will not make any disparaging or defamatory comments regarding the other party, including with
respect to the Company Group, their current or former directors, officers, members, partners or employees in any respect, or make any
comments concerning any aspect of my relationship with the Company Group or any conduct or events which precipitated any termination
of my employment from the Company. However, neither party’s obligations under this Section 5(d) shall apply to disclosures required
by applicable law, regulation, or order of a court or governmental agency or to enforce the terms of this Agreement.


 


Section 6. Reasonableness of Restrictions.


 


I acknowledge and recognize the highly
competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the
Company’s and Company’s industry, and that I will have the opportunity to develop substantial relationships with
existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company
Group during the course of and as a result of my employment with the Company. In light of the foregoing, I recognize and acknowledge
that the restrictions and limitations set forth in this Non-Interference Agreement are reasonable and valid in geographical and
temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group. I
further acknowledge that the restrictions and limitations set forth in this agreement will not materially interfere with my ability
to earn a living following the termination of my employment with the Company and that my ability to earn a livelihood without
violating such restrictions is a material condition to my employment with the Company.


 






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Section 7. Whistleblower Protections and Trade Secrets.



 


Notwithstanding anything to the contrary contained
herein, nothing in this Non-Interference Agreement prohibits me from reporting possible violations of federal law or regulation to any
United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities
Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal
law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in
accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Non-Interference Agreement: (i) I shall not be
in breach of this Non-Interference Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret
law (A) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney
solely for the purpose of reporting or investigating a suspected violation of law, or (B) for the disclosure of a trade secret that is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if I file a
lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney, and
may use the trade secret information in the court proceeding, if I file any document containing the trade secret under seal, and do not
disclose the trade secret, except pursuant to court order.


 


Section 8. Independence; Severability; Blue Pencil.


 


Each of the rights enumerated in this Non-Interference
Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to
the Company or other members of the Company Group at law or in equity. If any of the provisions of this agreement or any part of any of
them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Non-Interference
Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held
to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court
making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest
duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.


 


Section 9. Injunctive Relief.


 


I expressly acknowledge
that any breach or threatened breach of any of the terms and/or conditions set forth in this Non-Interference Agreement may result
in substantial, continuing, and irreparable injury to the Company. Therefore, I hereby agree that, in addition to any other remedy
that may be available to the Company, the Company shall be entitled to seek injunctive relief, specific performance, or other
equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this
Non-Interference Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened
breach. Notwithstanding any other provision to the contrary, I acknowledge and agree that the Post-Termination Restricted Period
shall be tolled during any period of violation of any of the covenants in Section 5 hereof and during any other period required for
litigation during which the Company seeks to enforce such covenants against me if it is ultimately determined that I was in breach
of such covenants.


 






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Section 10. Cooperation.


 


I agree that, for a period of two (2) years following
any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or other member of the Company
Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any
matter that occurred during my employment in which I was involved or of which I have knowledge. As a condition of such cooperation, the
Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance
with this Section 10 and shall pay me a daily consulting fee of $250 per hour. I also agree that, in the event I am subpoenaed by any
person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court
proceeding, or otherwise), that in any way relates to my employment by the Company, I will give prompt notice of such request to the Company
and, to the extent permitted by applicable law, will make no disclosure until the Company has had a reasonable opportunity to contest
the right of the requesting person or entity to such disclosure.


 


Section 11. General Provisions.


 


(a) Governing Law; Waiver
of Jury Trial. THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS NON-INTERFERENCE AGREEMENT SHALL BE GOVERNED BY
THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. 
BY EXECUTION OF THIS NON-INTERFERENCE AGREEMENT, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING
UNDER OR IN CONNECTION WITH THIS NON-INTERFERENCE AGREEMENT.


 


(b) Entire Agreement.
This Non-Interference Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject
matter herein and merges all prior discussions between us. No modification or amendment to this Non-Interference Agreement, nor any waiver
of any rights under this Non-Interference Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent
change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Non-Interference Agreement.


 


(c) No Right of Continued Employment. I
acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the
Company, and the right of the Company to terminate my employment at any time and for any reason, with or without Cause (as defined
in the Employment Agreement), is specifically reserved.


 


(d) Successors and Assigns.
This Non-Interference Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be
for the benefit of the Company and its successors and assigns. I expressly acknowledge and agree that this Non-Interference Agreement
may be assigned without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the
assets of the Company.


 


(e) Survival. The provisions
of this Non-Interference Agreement shall survive the termination of my employment with the Company and/or the assignment of this Non-Interference
Agreement by the Company to any successor in interest or other assignee.


 


*   *   *


 






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IN WITNESS WHEREOF, the undersigned have executed
this Confidentiality, Non-Interference, and Invention Assignment Agreement as of the date first above written.


 


	 	Custom Truck One Source, Inc.
	 	 	 	 
	 	By:	/s/ Ryan McMonagle 
	 	 	Name: 	Ryan McMonagle
	 	 	Title:	President and Chief Operating Officer



 






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	 	FRED M. ROSS, JR.
	 	 
	 	/s/ Fred Ross 
	 	Fred M. Ross, Jr.



 






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EXHIBIT
B


 


GENERAL RELEASE


 


I, Fred M. Ross, Jr., in consideration
of and subject to the performance by Custom Truck One Source, Inc. (together with its subsidiaries and affiliates, the “Company”),
of its obligations under the Amended and Restated Employment Agreement dated as of December 7, 2022 (the “Agreement”),
do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future
managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively,
the “Released Parties”) to the extent provided below (this “General Release”). The Released
Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them
in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise
defined shall have the meanings given to them in the Agreement.


 


1.
I understand that, other than with respect to any Accrued Obligations, any payments or benefits paid or granted to me under Section 8
of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was
already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the
Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such
payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained
or hereafter established by the Company or its affiliates.


 


2. Except as provided in
paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment
with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever
discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action,
cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and
present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or
claimed against the Company or any of the Released Parties arising out of or connected with my employment with, or my separation or
termination of employment from, the Company which I, my spouse, or any of my heirs, executors, administrators or assigns, may have,
including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers
Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical
Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any
applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human
rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort,
or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge,
breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including
attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as the
“Claims”).


 






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3.
I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by
paragraph 2 above.


 


4.
I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in
Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment
with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without
limitation, any claim under the Age Discrimination in Employment Act of 1967).


 


5.
I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties
of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive
relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot
be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding;
provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the
prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Obligations or
any Severance Benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability
insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my rights
as an equity or security holder in the Company or its affiliates.


 


6.
In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims
hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each
and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or
local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any,
as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential
and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement.
I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover
against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense
to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described
in paragraph 2 above as of the execution of this General Release.


 


7.
I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or
construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.


 






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8.   I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.


 


9.
Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry
about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry
Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity. Furthermore, nothing in this General
Release prohibits me from reporting or releases my right to report possible violations of federal law or regulation to any United States
governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section
806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including
the right to receive an award for information provided to any such government agencies).


 


10.
I hereby acknowledge that Sections 8 through 24 of the Agreement shall survive my execution of this General Release.


 


11.
I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge
that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect
to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this
General Release, may have materially affected this General Release and my decision to enter into it.


 


12.
Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any
way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.


 


13.
Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under
applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.


 






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BY SIGNING THIS GENERAL RELEASE,
I REPRESENT AND AGREE THAT:


 


		1.	I HAVE READ IT CAREFULLY;



 


		2.	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED
TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;
THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;



 


		3.	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;



 


		4.	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL
READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;



 


		5.	I HAVE HAD AT LEAST [TWENTY-ONE (21)][FORTY-FIVE (45)] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART
THE REQUIRED [TWENTY-ONE (21)][FORTY-FIVE (45)]-DAY PERIOD;



 


		6.	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS
RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;



 


		7.	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED
TO ADVISE ME WITH RESPECT TO IT; AND



 


		8.	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT
BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.



 


	 	SIGNED:	 	 	DATED:	 



 






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SCHEDULE A


 


LIST OF PRIOR DEVELOPMENTS
AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED FROM SECTION 2


 


	Title	 	Date	 	Identifying Number or Brief Description
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


_____ No Developments or improvements


 


_____ Additional Sheets Attached


 


Signature of Executive:  


 


Print Name of Executive:  


 


Date: ________


 






     


     


    

 


ANNEX A


 


Notwithstanding anything to the contrary in Section 3(b), Executive
shall be permitted to engage in the activities described below provided that such activities do not (w) conflict with the interests of
the Company or any other member of the Company Group, (x) interfere with the proper and efficient performance of Executive’s duties
for the Company or any member of the Company Group, (y) interfere with Executive’s exercise of judgment in the Company’s best
interests or (z) breach any of Executive’s other obligations under this Agreement or the Non-Interference Agreement:


 


		●	serve
                                            on the board of the Ross Family Foundation and otherwise be involved with such foundation;



 


		●	serve
                                            as the manager and chief executive officer of Iconic Marine Group Inc., a boat manufacturing
                                            and sales business based in Washington, North Carolina, and its subsidiaries, including NauticStar,
                                            LLC based in Amory, Mississippi;



 


		●	serve
                                            as the manager and chief executive officer of Custom Motorsports & Marine LLC, Big Thunder
                                            Marine and its affiliates’ marina and boat sales and related operations based at the
                                            Lake of the Ozarks, Missouri with operations in Florida;



 


		●	serve
                                            as the manager of limited liability companies that make real estate investments and manage
                                            real estate development projects; and



 


		●	maintain
                                            a 25% ownership stake in R&M Equipment Rental, LLC, of which the Company is a customer.



 


Executive has engaged in the foregoing activities over the past five
(5) years while serving as Chief Executive Officer of the Company and its subsidiaries.